2016 was a slow year for companies going public. Stock market volatility, political uncertainty and disconnects in private-public valuations have resulted in a lukewarm initial public offering (IPO) market, down 16 percent year-on-year.
This atmosphere could change this Thursday, with the much-awaited IPO of Snap Inc., the parent company of Snapchat. Its shares are scheduled to price on Wednesday, with the company to begin trading the following day on the New York Stock Exchange under the ticker symbol SNAP. Depending on how Snap Inc. fares, it could open up the floodgates for many other companies to make the transition from private to public entity.
An IPO is a type of public offering where shares of stock are sold to the general public. Companies that go public can raise expansion capital by tapping into a broader pool of investors, monetize the investments of its early private investors, attract better management through liquid equity, and (hopefully) increase the valuation of the company. Undoubtedly, it’s also a prime opportunity for PR pros to increase the profile of the organization during one of the most monumental milestones in a company’s history.
Having had the privilege of advising and working with a number of companies on their IPOs in the last few years, here’s a few things for PR pros to know ahead of taking an organization public.
As much as possible, the marketing communications team should get a heads up on the company’s intent to go public. Particularly when a company has raised a significant amount of venture funding, there are typically two routes that it will take to pay back its investors – either an acquisition or an IPO.
What’s important to note is that any company that plans to go public needs to file a prospectus (known as an S-1) detailing its intent. While the JOBS Act (Jumpstart Our Small Business Startups) enacted in 2012 makes it easier for companies to file – and do so confidentially – once this process is completed the organization is in “Quiet Period” – which limits the communications activities to what is “in the ordinary course” of activity. This means that a company must only stick to established, prior practices of communications in its timing, content, form and distribution.
For example, if the company has had an active social media in the past, then it can continue to do so. But if you haven’t even set up a Twitter account, you can forget about establishing this during this timeframe. All PR and communications activities are up for scrutiny by the U.S. Securities and Exchange Commission. By getting ahead of the IPO, you can develop and execute a more aggressive communications approach well ahead of the S-1 filing so that your activities aren’t entirely dormant.
The S-1 filing is a tome that puts the company under the microscope – here, would-be investors and the public can read everything about the organization – overview, financial growth, customers, risks of investing, rewards of stock, etc. (Snap Inc.’s prospectus can be viewed here).
This document also serves as the positioning of a company – and even before finalizing the prospectus, the language here should be used to describe the organization before and during the IPO. It should also serve as the basis for how a company’s executives talk to media, investors, and other stakeholders.
Once a company files its intent to go public, the timing for when the IPO takes place depends on the stock market and whether timing is right. During this time, PR teams will be focused on executing what’s deemed “in the ordinary course” of activity.
Whether these are press releases, blog posts, social media posts, or other initiatives, all communications should not contain any forward looking statements, future plans, or predictions about the company’s value or performance (even if this has been past practice). Certainly, no mention of the IPO can be made, and communications are limited to non-financial, course of business topics. While this seems straightforward, the grey line can be if a business reporter interviews the company’s CEO to then include some of this financial information in coverage – essentially, you can’t be seen to be boosting the value of the stock pre-IPO.
For this reason – and since SEC guidelines are inherently vague – companies are typically cautious during Quiet Period and have all communications reviewed by its general counsel ahead of progressing.
If a company has filed confidentially, there won’t be a lot of coverage during Quiet Period, but once the IPO timing becomes clearer, you’ll see articles spike about your company. This includes:
During this time, despite being in Quiet Period, it’s important to keep track of the articles that appear and who covers them, and ensure that the details (particularly financial information in line with the S-1) are reported accurately.
It’s also critical to define the media approach on IPO day. Some companies are more conservative than others and may not want to conduct a slew of interviews on the day of the IPO – while others will want to have as many interviews as possible. Given how the market performs is out of PR’s control (you could raise less funds than anticipated), it’ll be important to prepare the responses and approach for best-case and worst-case scenarios. You’ll also be working closely with the stock exchange communications team well in advance, who will have a clear timeline on IPO day.
Once a company goes public, it returns to Quiet Period and the rules that dictated its communications initiatives pre IPO. This is an ideal timeframe to start to transition the company’s PR to be in line with a public entity, and how this impacts senior management.
For instance, as a private company, the CEO didn’t have to worry about providing any information on the financial health of the company. But as a public entity, there will be quarterly earnings that can also provide competitors with insights or other disclosures that weren’t required previously. The company is under more pressure and privy to more scrutiny to more stakeholders.
This week, expect to see much fanfare around Snap’s IPO. However the market fares, one thing is for sure – the transition to a public entity can present a learning curve to a company and its executives, but it’s also a prime opportunity for PR to provide strategic counsel throughout the process.