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Process
Going Public is a challenge for any
corporation. It is never too soon to start the planning process.
EuroAmerican Corporation, with the experience of hundreds of offerings and assigned financial transactions in the United States, can now help a company to go public at an affordable expenditure and within a time frame of three to six month.
The method to become a public company is various, each case is different. EuroAmerican Corporation typically starts its work by an in-depth analysis of the company and its business. Therefore, among other things, we ask you to provide the following initial documents. The consolidated findings resulting from this are the basis of the development of a special strategy for the client, that matches the various company goals and purposes.
To find the right method is a top issue in the close cooperation with our client.
A well known proverb says "Fortune favours the prepared mind": The challenges of taking a company public is best faced with the assistance of a well prepared and experienced team. Each member of the team has key responsibilities to fulfill in guiding the company through the following brief description of the process:
Step One is a formal decision of the company's management and approval of the board of directors to start the IPO process. This step includes the signing of the Going Public Contract with EuroAmerican Corporation.
The management of the company does not have to invest time and money to search for an expert team. EuroAmerican Corporation will present a highly skilled team to our client on short call. This includes a specialized securities law firm and the recommendation of a capable accounting firm.
Discussion and Approval
of EuroAmerican's proposed method to go public,
including the selection of the stock exchange (NASDAQ, NYSE or others)
by the company's management
The company's financial statements for the preceding
three to five years are carefully reviewed and, if necessary, restated to
comply with United States Generally Accepted Accounting Principles (US-GAAP). The accounting firm
reviews the financial statements, makes
appropriate adjustments and certifies the audits. This is an essential and
probably the most time-consuming part of the process. EuroAmerican Corporation, in cooperation with the client, selects one or more investment banks. A "letter of intent" outlining the investment bank's fees, the size of the offering, the price ranges and other parameters is signed.
Starting the PR machine
Intensified professional Public Relation
goes along with the whole process. The company defines its image as a future
public company to the media. Supported by EuroAmerican Corporation, the securities lawyers and accountants begin the process of preparing the prospectus. A prospectus is a written document prepared for presentation to investors as both a selling document and as a legal disclosure document. The prospectus is required to contain the following information:
● A description of the business ● A description of the management structure ● Disclosure of management compensation ● Disclosure of transactions between the company and management ● Names and shareholdings of principal shareholders ● Audited financial statements ● A discussion of the company's operations and financial condition ● Information on the intended use of the proceeds of the offering ● A discussion of the effect of dilution on existing shares ● A description of the company's dividend policy ● A description of the company's capitalization ● A description of the underwriting agreement
Due diligence
Supported by EuroAmerican Corporation, the
investment bank and accountants will perform a detailed "due diligence
investigation" of the company. They will examine the company's management,
operations, financial condition, competitive position, performance, and business
objectives and plan. Information regarding the company's labor force, suppliers,
customers, and industry will also be reviewed.
The preliminary prospectus must be presented to the
Securities and Exchange Commission and the relevant stock market regulators. The SEC usually provides its
comments regarding the prospectus, normally in the form of requirements for
additional disclosure or explanation, in one to four weeks. EuroAmerican
Corporation assists the company in getting all aspects of this sensitive and
important task done.
After the preliminary prospectus has been prepared
and filed with the SEC, the investment bank assembles a "syndicate" consisting
of a minimum of three brokerage firms (Market Maker) who will attempt to sell
portions of the offering to investors. The assembly of the syndicate often
generates useful information as to the market for the shares and helps to narrow
the share price range.
Company management, investment banker and members of
EuroAmerican's team start performing a series of meetings with
potential investors and analysts. This "Road Show" is a formal presentation by
the management concerning the company's financial condition, operations, performance,
markets, and products or services before a very important audience. A highly
professional and extensive performance is indispensable, hence EuroAmerican's
Media and PR experts assist the company's CEO and CFO to accomplish this
challenge. The Road Show often includes key cities in
the United States, such as Boston, Chicago, New York, Los Angeles and San
Francisco.
When the SEC declares the registration effective,
the final prospectus is sent to an experienced
financial printer for printing on an expedited basis.
By the medium of EuroAmerican Corporation, the
company receives a Firm Commitment of one or more brokerage firms.
With a
Firm Commitment the investment bank agrees to purchase the entire issue from the
corporation and then re-offer them to the general public. With this type of an
agreement, the investment bank has guaranteed to provide a certain amount of
money to the corporation. The risk of the issue falls entirely upon the
investment bank.
The Stock trades on the selected stock exchange and
the company receives the proceedings of the IPO.
Since the work as a public company starts now,
EuroAmerican continues to consult the company's management for a period of six
month after the date of listing. |
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Copyright © 2008 EuroAmerican Corp. All Rights Reserved. |
