Ron Shuhatovich

A private company considering an initial public offering (IPO), and thus in effect becoming public, should know it is a complex and long process, and one that may pose many challenges.

A good example is the well-publicized WeWork offering. WeWork attempted to offer its shares to the public through the NASDAQ exchange in the United States, but in light of the many difficulties that arose during the process, the company failed to complete the IPO.

A public offering presents many advantages. Among these are increasing the company's capital and liquidity, acquiring the ability to raise additional capital, trading the company's shares, raising awareness of the company, and improving its image. Along with these advantages, the many downsides should also be taken into account. These include the high cost of the IPO, comprehensive regulation, greater legal exposure in comparison to private companies, introducing "partners" to company profits, limits on executive's compensation, restrictions on transactions with interested parties, and a loss of exclusive control over the company.

Therefore, before deciding to undertake an initial public offering, a deep examination of the process is recommended. Here are a few points to consider:

Alternative Means of Fundraising

The purpose of a public offering is generally to raise funds for the company's activity and growth. However, there are other options for achieving these goals, such as taking out loans or issuing private shares.

The common advantage to both these alternatives is that they are possible through a relatively simple and quick process compared to an IPO. Additionally, with the taking out of a loan, the holdings of shareholders are not diluted, and in a private offering, the company may choose the identity of the new shareholders.

Is the Company Attractive Enough to Be Offered?

Investors in the capital market usually examine the maturity of the company, its profit potential, the scope of its activity and income, if it is a burgeoning or established company, the quality of the company's product (especially compared to competing products on the market), the market's condition (upward or downward trajectory), and the quality of the company's management.

Taxation

A company, and particularly one with complex control structures, may face taxation events because of an IPO. Tax obligations may also result for the company's shareholders as well as its employees. Consulting with appropriate tax advisors in advance of the process is recommended in order to explore the potential tax liabilities.

Offering Underwriters

Underwriters accompany the company in the offering process from start to finish (currently mostly in relation to distribution), and are a pivotal factor in its success. These entities should be familiar with the market and its players (particularly the institutional investors), the prospects of the IPO's success, how to set prices, and picking a time for the offering. Therefore, it is important to select the right underwriters to support the company throughout the offering process. The significant criteria to consider when selecting an underwriter are its experience in performing offerings, its reputation in the market, its familiarity with institutional bodies, and its ability to distribute the company's shares in the market.

The points above are only several of the many considerations to be examined before undertaking an initial public offering. There are many other issues also to be explored, such as what to offer (bonds verses shares), where to offer (in Israel or abroad), etc.

A deep and thorough examination of the IPO process before hitting the road can significantly help a company in eliminating the many challenges that may arise during the journey.

Source: barlaw.co.il