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What To Expect When You're Expecting An IPO

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Risun Udawatta   March 07, 2019

The moment we’ve all been waiting for is finally here. No, we’re not talking about the Game of Thrones trailer dropping. We’re talking about tech unicorn IPOs, with Lyft’s recent S-1 filing kicking it all off (check out our blog post on reviewing S-1s). With more companies slated to enter the public markets this year, it’ll be important to understand the IPO process, which we breakdown for you in this blog post.

Source: Crunchbase

The IPO

For startups, an IPO is not for the faint of heart. It can require years of preparation to ensure the right people and processes are in place to comply with the various securities laws and to pass muster in the public markets. IPO preparation is largely done behind the scenes — once plans for an IPO are disclosed, any backtracking may seriously impact the company’s ability to successfully list on a national exchange in the near future. Below are the major steps that companies take during the IPO process:



Stages of an IPO

Hire an Investment Bank

One of the telltale signs a company is pursuing an initial public offering is the hiring of an investment bank to lead the IPO process. Investment banks typically have years of IPO experience and also investor relationships that corporations may lack. Some investment bank responsibilities include preparation of financial statements, valuation, investor outreach, and book-running (the process of tracking information about investors interested in participating in the IPO). Hence, hiring an investment bank signals to the market that a startup is preparing to go public.

Confidential Submission of Draft Registration Form to the SEC

As discussed, an IPO can be taxing on a startup, as it requires complying with securities laws and regulations, like the Securities Act of 1933 or Sarbanes-Oxley Act of 2002. Born out of those regulations, a company is required to file a registration form, commonly known as the S-1, in order to sell securities to the public. An S-1 is an initial registration form for new securities that is required by the SEC – for more information on what is in an S-1 and what to focus on, check out our blog post. As a first step, a company will confidentially submit a draft registration form to the SEC for review and comment. Recently, unicorns like Postmates and Uber have confirmed confidential S-1 filings with the SEC.

Publicly File the S-1

Once a company has gone through a couple rounds of comments from the SEC, a company will publicly file an S-1. At this point in the IPO process, a company has signaled its firm commitment to pursue an initial public offering, and barring any extreme turns in the public markets, a company will likely list on a national exchange like the NYSE or Nasdaq. It is important to note here that the first S-1 filing will exclude the number of shares and the share price that will be offered to the public. However, this public filing will disclose detailed financial information and will give public investors a look under the hood of a company for the first time.

IPO Road Show

After publicly filing the company’s S-1, the company, along with its investment bankers and lawyers, will go on a “road show.” An IPO road show is the presentation given to potential buyers. Management, bankers, and lawyers will travel the country presenting an investment deck to wealth managers, institutional investors like hedge funds, and other sophisticated buyers. It gives investment professionals direct access to management and allows them to ask key questions. Ultimately, the road show is meant to determine appetite for the security and at what price investors are willing to buy the IPO shares.

SEC Declares the S-1 Effective

Following the IPO road show, the investment bank will divvy up the total shares offered to the various investors and determine the final pricing of the shares. Subsequently, the company will complete the S-1 filing by filling in the number of shares to be offered and the price of the security. The SEC will then declare the S-1 effective, meaning the company has met all the disclosure requirements to sell shares to the public.

Trading Begins

After the SEC declares the S-1 effective, the company’s shares will officially begin trading (typically the next day) on the chosen national exchange. Trading is usually commemorated by the company ringing in the trading day on its exchange of choice. The first few days of trading are closely watched by the investor community as investors hope for an IPO pop in share price. In the event the newly-public shares trade below the IPO price, it may point to some fundamental weaknesses of the company or that the IPO was incorrectly priced. In the event the shares trade higher than the IPO price, the offering will be deemed a success, albeit having left money on the table for the company.

An understanding of the above steps will help you keep track of the process and how close certain unicorns are to their IPO. Timing and speed of the IPO process will differ for each company, and certain companies may have fewer disclosures or an easier-to-understand business model that may speed up the process. In the event of severe market turbulence, IPOs may be delayed or postponed indefinitely even up until trading day. In the end, companies control their destiny and can pull out of the IPO process at any point.

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EquityZen's 2018 Tech IPO Recap

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Adam Augusiak-Boro   January 17, 2019

2018 will be remembered as the year during which markets reached all-time highs (particularly tech stocks), and also as the worst year for stocks since the last financial crisis began in 2008. Last year we saw two American tech companies surpass $1 trillion in market cap—Apple and Amazon—only to proceed to lose over $300 billion in value each in a matter of months.




Despite a bit of a recovery at the end of the year, 2018 still finished with the Dow, S&P 500 and Nasdaq lower by 5.6%6.2% and 4%, respectively. Last year’s IPO market mimicked much of 2018’s volatility, with certain issuers weathering the storm and others bringing investors steep losses.

So how was 2018’s IPO performance? 

We break down last year’s tech IPOs below using information sourced from Crunchbase. Please note we excluded four issuers from our analysis that listed their shares through American depositary receipts (ADR).

Last year, nearly 45 tech companies debuted on U.S. exchanges, selling approximately $28 billion of company shares (note this includes Spotify’s direct listing, which resulted in over $9 billion going to prior Spotify shareholders instead of the company’s balance sheet). The average company raised nearly $650 million while the median amount raised was only $214 million, indicating there were a significant number of large IPOs.

So, which were the largest IPOs of 2018…


…and which sectors attracted the most public markets capital?


*Excludes Spotify’s direct listing
**Includes only 1 company in each of the following sectors: AdTech, Automotive, Car Sharing, Energy, Insurance, IoT, and Software Outsourcing

While Chinese and American companies dominated the IPO markets in 2018, with four companies each in the top 10 tech IPOs, Brazilian fintech company PagSeguro raised the most capital of any company. Although it didn’t actually raise any capital in its direct listing, Sweden’s Spotify sold by far the most equity, with existing shareholders dumping over $9 billion worth of stock onto the NYSE. Perhaps unsurprisingly, Media & Entertainment received the most public markets funding last year, even without counting Spotify’s IPO. Chinese music streaming giant Tencent Music raised over $1 billion in its IPO, while another Chinese entertainment company, IQIYI, raised $2.3 billion to support its television and movie portal. Closely following Media & Entertainment were the FinTech, SaaS and eCommerce sectors.

A lot of money was raised, but how have 2018’s IPOs performed? Some have performed quite well…

  
…others, not so much.


2018 brought a mixed bag for the markets overall, and much of the same can be said about the top tech IPO winners and losers. Several companies have continued to perform strongly, posting 20% - 40%+ gains through yesterday. Of the nearly 45 tech companies that went public last year, 19 have generated positive returns. That, of course, implies that the majority of 2018 tech IPOs continue to have negative performance, some as high as (50%+). On the bright side, so far in Q1 2019, almost 40 of these companies are in the black with an average YTD gain of approximately 15%.

So what will 2019 bring?

As we look ahead to 2019, we’re reminded that 2018 was a year much like any other in terms of investing performance.




Some investments have performed poorly while others have performed well. For example, while unicorn IPOs from ADT (down 43% from IPO) and Dropbox (down 22% from IPO) have been followed by less than stellar market performance, companies like Zscaler (up 34% from IPO) and Eventbrite (up 36% from IPO) continue to provide strong returns to investors. As far as recent market performance is concerned, only time will tell if we’re at the beginning of a sustained downturn—but until then, we’re trying not to let recent market volatility cloud the big picture. Many tech companies continue to perform strongly, and as we kick off 2019, we still expect some blockbuster tech IPOs this year. For our list of 2019’s IPO predictions, check out our IPO Outlook here.

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Can Sonos Fend Off the Competition?

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Adam Augusiak-Boro   July 12, 2018

This analysis was conducted by EquityZen Securities LLC.

Sonos filed an S-1 late last week, the official coming out party for a firm as it steps closer towards a public IPO exit. Our Research team takes a deeper dive into the S-1 to uncover what to expect from the luxury speaker company. To view the full, in-depth report on Sonos, please click here.




A Closer Look at Sonos’ S-1

Sonos filed an S-1 on July 6, 2018, signaling the end of its 16-year run as a private company. After launching its first wireless multi-room home sound system in 2005, the company’s products have entered into nearly 7 million households globally. The company plans to list on the NASDAQ under the ticker “SONO”. Timing, pricing, and size of the offering are still TBA.

Bottom Line — Strong Financials, Stronger Competition

Sonos’ S-1 confirms earlier reports of strong top-line revenue as the company is on track to generate over $1B in revenue this coming fiscal year. The company even operated profitably in the first six months of FY 2018. However, the speaker market has been flooded with competitors, from private companies such as Bose to Tech Giants such as Amazon, Apple, and Google. Even Spotify is looking to venture into making its own hardware. We believe that this intense competition will be a primary concern for investors as Sonos heads towards its IPO.


angry power GIF by SpongeBob SquarePants


Validation in the Public Market

Based on our initial estimate, we believe the company could be valued at ~$2.5-3.0B versus the $572M implied valuation from its last private funding round in 2012. Please note that the company completed two tender offers to shareholders in 2014 and 2016 at a premium to the latest round of financing. Our valuation estimate is based on a FTM revenue estimate of $1.26B (assuming 15% y-o-y revenue growth) and an assumed public comparables multiple of 2.0-2.5x P/S.  We believe Sonos’ best public comp is Danish consumer electronics company Bang & Olufsen (2.3x P/S), while the Tech Giants are much larger and diversified businesses vis-a-vis Sonos.


Sonos Valuation Analysis ($ in 000s)

Below, please see our implied valuation range build for Sonos:

Source: Form S-1 (filed July 6, 2018)    

1. Sonos generated 18.1% y-o-y revenue growth in 1H 2018 and 10.1% y-o-y revenue growth at fiscal year end 2017


Sonos Public Comparables (as of July 11, 2018)

In coming up with our initial valuation estimate, we used the following public comps:

Source: Company filings; Yahoo Finance; NYU Stern; EquityZen estimates

2. Sonos’ closest public comparable and an index of consumer electronics businesses yield a P/S multiples range of 2.3-2.5x 


Click here to download the full report, which includes a deeper dive of the analysis above. As you evaluate prior investment decisions or whether to buy SONO in the future, please consider our key investment highlights and considerations from Sonos’ S-1 filing. For more information on all things private markets, IPOs, and investor/shareholder education, please check out our Knowledge Center.

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