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EQUITY, DEBT AND IPO SERVICES
Successfully navigate the complexities of capital markets transactions against the toughest deadlines
Raising capital through an equity offering (like a traditional or SPAC IPO) or debt offering can be a lengthy, complicated process. You need a partner that provides cutting-edge technology solutions and extensive industry expertise with demonstrated capital markets life cycle management experience. Toppan Merrill has built a reputation for comprehensive solutions delivered with peace of mind.
Increase efficiency and productivity
Simply gathering, organizing and exchanging information for the initial due diligence process can strain your company’s resources.
Add to that the requirements for legal and accounting review, scores of revisions to address SEC requests and the management of numerous documents? That’s a recipe for chaos.
Which is why you need a time-tested partner for your filings. Toppan Merrill solution expertise is expansive and includes:
- Initial Public Offerings
- SPAC Initial Public Offerings
- De-SPAC Transactions
- Secondary Offerings
- Follow-On Offerings
- Investment Grade Bond Offerings
- High-Yield Bond Offerings
- Rule 144a Offerings
PRODUCTIVITY UNLOCKED
45K+
Capital transaction deals completed by our global team, on time and error-free
$135B+
Capital raised to date
50+
Years successfully navigating complex capital markets transactions
TOPPAN MERRILL IPO MANAGEMENT SERVICES
Successfully navigate the IPO process
From pre-IPO due diligence and SOX compliance readiness, through the SEC registration process
to post-IPO disclosure support, Toppan Merrill is with you every step of the way.
Pre-IPO document readiness
Pre-IPO drafting, collaboration and initial SEC filing
SEC registration
SEC effectiveness and post-IPO regulatory disclosure
Pre-IPO Document Readiness
Pre-IPO Drafting, Collaboration and Initial SEC Filing
SEC Registration
SEC Effectiveness and Post-IPO Regulatory Disclosure
Pre-IPO document readiness
Most companies often critically underestimate the amount of time and effort needed to prepare artwork, charts, graphs and exhibits the S-1 registration statement requires.
A highly secure, centralized and fully searchable document repository, Datasite is the best-in-class Virtual Data Room (VDR). Get set up in just minutes (as opposed to hours) and empower your team to confidently facilitate readiness and due diligence cycles with access to relevant documentation anytime and anywhere. This is exactly why Datasite is a pre-IPO lifesaver.
What’s more, most companies are unaware that early preparation for the rigors of SOX compliance is essential. Our “Pre-IPO Quick-Start” program quickly gets you up and running with 85% of the basic risks and controls built‑in.
Pre-IPO drafting, collaboration and initial SEC filing
Even for those who are highly prepared, the actual drafting and initial SEC filing of the DRS/S-1 can be a complex and unpredictable process. There can be numerous editing and proofing cycles required between members of the IPO working group. Toppan Merrill Bridge simplifies and streamlines the management of your financial statements to ensure complete readiness for your initial SEC filing.
A component of the initial SEC filing is management acknowledgement of known material weaknesses in SOX compliance. Toppan Merrill SOX Automation technology expertly enables required SOX documentation, walk-through, findings and audit committee reporting.
SEC registration
Once the initial filing is drafted, filing the initial registration statement is a time-consuming process that can result in a long and costly SEC review. As a result of that review the SEC will issue a comments letter that you will need to respond to and file amendments as needed.
There are additional key steps to be completed during this phase including: Gathering prospectus print and distribution requirements from underwriters, deciding on prospectus print specifications (paper stock, color/b&w, binding), printing and delivery of the preliminary prospectus.
While the above activities are happening, using Bridge to streamline the updating and roll-forward of financial statements is critical.
For team members charged with managing SOX compliance, focus remains on the growing complexity of SOX program management. Look to Toppan Merrill SOX Automation technology to manage fast approaching Section §302 and §906 certification requirements, with your first 10-K or 10-Q.
SEC effectiveness and post-IPO regulatory disclosure
Congratulations, at this point you’ve joined the world of publicly-traded companies. But know this, even before your IPO is priced we recommend you proactively begin to prepare for post-IPO SEC disclosure. And we recommend doing so with Bridge. Here’s why:
Bridge technology allows you to seamlessly transition from pre-IPO drafting and collaboration to post-IPO regulatory disclosure requirements, including the creation and submission of EDGAR and iXBRL instance documents.
And regardless of your company size, SOX requirements are now fully mandated, including Management’s Assessment and Auditor’s Opinion of Internal Control over Financial Reporting (ICFR) for § 404(a) and § 404(b).
PLATFORMS AND TECHNOLOGY
VIRTUAL DATA ROOM
Datasite®
Datasite is a highly secure, centralized, fully searchable and indexed online virtual data room that enables all members of your IPO working group to access mission-critical content around the clock.
This facilitates fast and efficient drafting of all required documentation, while assisting underwriters and other working group members in conducting effective and thorough due diligence.
TOPPAN MERRILL
Bridge™
Toppan Merrill Bridge provides the document editing and content management features of Microsoft® Word and powerful data management capabilities of Microsoft Excel® (with enhanced data linking).
These capabilities are tightly integrated into a team-based workflow, enabling your finance team to simply and efficiently collaborate on your financial statements throughout the pre-IPO process.
TOPPAN MERRILL
SOX Automation
Companies on an IPO trajectory should begin SOX compliance preparation 18-24 months before the planned IPO filing date. Beginning early provides you with a strong 12-month testing period to ensure the controls you have put in place are working as intended and that you have left no areas of risk unaddressed.
From documentation, walk-through testing, full testing, deficiency remediation to control execution, Toppan Merrill SOX Automation technology solves every challenge at every stage, gate-keeping you ahead of the SOX compliance requirement.
TOPPAN MERRILL
SEC Connect™
Toppan Merrill SEC Connect, our secure, web-based, self-service platform allows you to seamlessly prepare Forms 3, 4 and 5 in compliance with Section 16 of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002.
Post-IPO management of Section 16 filings can be a time-consuming and daunting process, especially if your company manages a large number of filings. On top of that, there’s the added pressure of keeping up with ever-changing SEC regulations.
INSIGHTS
INSIGHTS
The IPO Process and Path to an Initial Public Offering Infographic
The path to an initial public offering (IPO) can be a lengthy, winding one filled with twists and turns and unforgiving deadlines. Simply gathering, organizing and exchanging information for the initial due diligence process can strain a company’s internal resources, then add on the drafting of the prospectus, creation of financials, SEC Filings, preparation for public reporting, ongoing SOX compliance and so much more.
INSIGHTS
The Complete IPO Checklist: Proven Best Practices.
February 17, 2022
“Going public” offers private companies powerful growth opportunities — but also comes with a host of responsibilities …
INSIGHTS
What is a SPAC? The difference between a traditional IPO and a SPAC IPO.
July 13, 2021
A Special Purpose Acquisition Company Initial Public Offering (SPAC IPO) raises capital to combine with a private company to take that company public …
FREQUENTLY ASKED QUESTIONS
A Debt Offering is a common means to finance large purchases that a company could not otherwise afford. A debt arrangement provides capital under the condition that it is to be paid back later, usually with interest. Bonds, loans and commercial paper are all examples of debt, and all have stated interest schedules and maturity dates. By using debt as a tool to raise capital, a company avoids issuing additional stock and the associated dilution of stock value and shareholder income.
A Follow-on Offering, also known as a Follow-on Public Offering (FPO) is the creation and sale offering of stock from an already publicly traded company. In a Follow-on Offering, the public company creates or issues new shares and offers them for public sale typically to raise capital for business growth strategies. In this scenario, proceeds from the sale go to the company issuing the stock. Adding the number of shares available to the public market is a dilutive secondary offering meaning that the addition of new stock to the public market dilutes the value of the previously issued stock. Like with an Initial Public Offering (IPO), there are SEC document filings required for companies wanting to execute a Follow-on Public Offering.
A PIPE (Private Investment in Public Equity) Transaction is the practice of offering large amounts of stock of a publicly traded company to private investors at a preferred price. PIPE transactions have grown in use by SPACs to generate additional capital to be used to close a merger transaction with a target company. Why are PIPE transactions appealing? PIPE transactions are a way for companies to raise capital quickly. As with a Follow-on Offering, adding stock to the market can dilute stock value and impact shareholder value.
An IPO Prospectus is an SEC required document that includes a description of the company and its operations, the terms and conditions of the initial stock offering, and any other information an investor may need to decide to invest. By reading the prospectus, an investor can learn the details of the terms of the securities, the company’s financial condition, business strategy, business management, perceived risk factors, planned use of capital and more to help determine the merit of their investment.
Form 144 is a notice of intent to sell form that must be filed with the Securities and Exchange Commission (SEC) when a person who was granted shares plans to sell their unregistered shares. Form 144 must be filed with the SEC at the time the sell order is placed with the broker if the seller is an affiliate and intends to sell more than 5,000 shares or securities with a value in excess of $50,000. Securities include common stock, preferred stock and debt securities, which includes asset-backed securities and nonparticipating preferred stock. The form, pursuant to Rule 144 in The Securities Act of 1933, is a required filing and the sale must occur within 90 days after the filing.
Rule 144 has a number of conditions for the sale of unregistered shares including:
- Minimum holding period: restricted securities must have been held by SEC-reporting companies for at least six months and at least one year for non-reporting companies
- Quantity restrictions: the sale must not represent more than 1% of outstanding shares
- Disclosure: adequate public information about the issuer must be made available
- Filing: a brokerage firm or stockbroker must handle the transaction
- Filing: the filing must be done electronically through the EDGAR system
If 90 days pass without a sale, a new SEC Form 144 must be filed.