The road to success for raising capital through equity (including a Traditional or SPAC IPO) and debt offerings, is paved by Toppan Merrill’s global expertise, service and speed. For over 50 years, we’ve built a reputation for providing industry leading advisory services and solutions delivered with comprehensive peace of mind. With Toppan Merrill, it’s possible.
Simply gathering, organising 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 Toppan Merrill solutions for Equity and Debt Offerings include:
Capital transaction deals completed by our global team, on time and error-free
Capital raised to date
Years successfully navigating complex capital markets transactions
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 Effectiveness And Post-IPO Regulatory Disclosure
Pre-IPO Document Readiness
Pre-IPO Drafting, Collaboration and Initial SEC Filing
SEC Effectiveness and Post-IPO Regulatory Disclosure
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, centralised, 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 life-saver.
What’s more, most companies are unaware that early preparation for the rigours of SOX compliance is essential. Our “Pre-IPO Quick-Start” programme quickly gets you up and running with 85% of the basic risks and controls built-in.
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, walkthrough, findings and audit committee reporting.
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, colour/b&w, binding). Printing and delivering the preliminary prospectus.
While the above activities are going on, 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 programme 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.
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 ICFR for § 404(a) and § 404(b).
Connect will drive our business forward, improve efficiency and help internal partners focus on selling and retaining clients.
The entire team was extremely professional and cooperative throughout our IPO process. We had a very condensed time frame and they hit every deadline.
The Bridge Platform is a huge time saver [for regulatory disclosures] and with Excel table and single value linking, draft updates are a breeze.
VIRTUAL DATA ROOM
Datasite is a highly secure, centralised, 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 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.
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, walkthrough 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.
SEC Connect, our secure, web-based, self-service platform allows you to prepare Forms 3, 4 and 5 seamlessly 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.
What is a SPAC? The difference between a traditional IPO and a SPAC IPO.
A Special Purpose Acquisition Company Initial Public Offering (SPAC IPO) raises capital to combine with a private company to take that company public.
The SPAC, oftentimes called a Blank Check Company, is typically lead by seasoned private equity, venture capital, asset management professionals skilled in buying and selling companies…
Emergence of the SPAC Option for Private Company IPOs
A new path has emerged for private companies to monetize their assets via a business combination with a Special Purpose Acquisition Company (SPAC) as compared to traditional options.
Recently, our experts discussed the pros and cons.