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IPO Report
2021
Attorney Advertising
2021 IPO Report – What’s Inside
2 US Market Review and Outlook
6 Regional Market Review and Outlook
8 IPO Market by the Numbers
9 COVID-19 Fails to Lock Down the IPO Market
Process Goes Virtual With No Adverse Impact—
New Practices Bring New Efficiencies
10 The Little Engine That Could
A Decade of Capital Formation Under the JOBS Act
12 The Direct Listing Alternative to a Conventional IPO
Technique Gaining Traction Among High-Profile Private Companies
14 Selected WilmerHale Public Offerings
16 Law Firm Rankings
18 SPACs Rise to Prominence
Alternative Path to Public Ownership Overtakes Conventional IPO Market
22 Insider Trading Policies Revisited
Recent Trends in Market Practices
24 A Fresh Look at Rule 10b5-1 Trading Plans
Recent Developments in Oversight and Market Practices
27 Right-Sizing Stock Plans
Market Practices for Stock Incentive Plans and ESPPs Adopted at the
Time of an IPO
2 US Market Review and Outlook
REVIEW US IPOs by Year – 2000 to 2020
A
# of IPOs Dollar volume (in $ billions)
cross the board, despite the pall cast
by the COVID-19 pandemic, 2020
108.1
was a year of strong IPO deal flow and
aftermarket performance, punctuated by 445
a breathtaking surge in IPOs by special 74.4 76.3
purpose acquisition companies (SPACs).
244
Excluding SPAC IPOs and direct listings, 41.0 198 193
43.3 41.3 43.8 45.3 209
37.8 176 183
35.1 178
the conventional IPO market produced 29.8
176 36.3
136
34.7
28.7
152 142 30.5
157
25.2 25.2
209 IPOs in 2020, an increase of one-third 88
23.1
19.2 97 102 98 18.5
71 70 15.0
from the 157 IPOs in 2019, and the second- 27
54
highest annual count since 2000, trailing 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
only the 244 IPOs achieved in 2014.
Source: SEC filings
Total gross proceeds for the year
were $76.32 billion, a figure that
surpassed 2019’s $45.32 billion
tally by 68% and eclipsed 2014’s
$74.39 billion total to become the US IPOs by Quarter – 2016 to 2020
highest annual figure since 2000. # of IPOs Dollar volume (in $ billions)
IPOs by emerging growth companies
(EGCs) accounted for 90% of the year’s 77
27.2 27.5
IPOs—down from 92% in 2019 but still 24.3 68
higher than the overall 88% market share 57
60
for EGCs that has prevailed since the 50 50
enactment of the JOBS Act in 2012. 45
41 40 15.1
38 38
13.1 12.6 35
31
The median offering size for all 2020 30 29
27 10.1
11.1 10.7
26
8.1 8.6
IPOs was $180.0 million, an increase of 6.8 20 7.0 19 6.5
5.4 5.6 5.6
69% from the $106.7 million median for 8
3.7
4.7
2019 and 28.2% higher than the previous 0.7
annual high of $140.4 million in 2011. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2016 2017 2018 2019 2020
In 2020, the median offering size for Source: SEC filings
IPOs by EGCs was $160.0 million, 65%
higher than the $96.9 million in 2019.
The median non-EGC offering size in
2020 was $1.17 billion, more than double
the $544.5 million median in 2019.
The median annual revenue of all IPO
companies in 2020 was $31.0 million, Median IPO Offering Size – 2000 to 2020
down 64% from the $85.0 million median $ millions
in 2019, and the lowest annual level since
180
the $17.6 million median in 2000.
In 2020, 53% of life sciences IPO 135
140
companies had revenue, up from 121 120 119
125
120
108 111 107 108 107
43% in 2019, although the median 105
98 94 96 92 94
89
annual amount was a negligible $0.1 84
million. Among non–life sciences IPO
companies in 2020, median annual
revenue was $197.2 million, 34% above
the $147.1 million median in 2019.
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Source: SEC filings
3 US Market Review and Outlook
EGC IPO companies in 2020 had Distribution of IPO Offering Size – 2017 to 2020
median annual revenue of $20.2 million, % 2017 % 2018 % 2019 % 2020
compared to $3.16 billion for non-
EGC IPO companies—representing
the lowest and highest annual figures, 28
respectively, for these measures since
22
the enactment of the JOBS Act.
19 19
18 18
17 17
The percentage of profitable IPO companies 15
16 16
15
14
declined to 22% in 2020, from 32% in 2019. 13
11
12 12
13
12
11
13
11
13
10 10 10
Only 5% of life sciences IPO companies 9
were profitable in 2020, compared to 6
40% of non–life sciences companies.
In 2020, the average IPO produced below $50M $50M to $74.99M $75M to $99.99M $100M to $149.99M $150M to $249.99M $250M to $499.99M $500M and Above
a first-day gain of 36%, compared to Source: SEC filings
19% in 2019. The average first-day
gain in 2020 was the highest annual
figure since the 53% in 2000.
The average first-day gain for life sciences Average IPO First-Day and Year-End Gain by Year – 2000 to 2020
IPO companies in 2020 was 40%,
% First-day gain % Year-end gain
compared to 33% for non–life sciences
IPO companies. In 2019, the average first-
77
day gain for life sciences companies was
19%—less than half a percent higher than 53
that of non–life sciences IPO companies.
47
There were 23 “moonshots” (IPOs that 36
double in price on their opening day) 33 32
28 28
in 2020, up from three in 2019. The 25
22
21 24
26
19
26
19 16 16 16
2020 figure equals the total number 13 14 13
11
13 12
15 16
13
18
11
14 14
12
14
9 9
of moonshots that occurred over the
seven-year period from 2012 to 2018. -1 -0.4 -2
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
In 2020, 21% of IPOs were “broken” -13
(IPOs whose stock closes below the -19
offering price on their first trading day),
down from 31% in 2019. Life sciences -37
company IPOs accounted for 18% of
broken IPOs in 2020, compared to 24%
for non–life sciences company IPOs.
Overall, the average 2020 IPO company
ended the year 77% above its offering Median Annual Revenue of IPO Companies – 2000 to 2020
price. The year’s best-performing IPO $ millions
was Chinese online food retailer Wunong
Net Technology (trading 651% above 267
its offering price at year-end), followed 229
by life sciences companies Greenwich
LifeSciences (534%), CureVac (407%) 161
144
and Beam Therapeutics (380%). 126
134
106 111
98 99 101
At the end of 2020, 76% of the year’s 86
75
90
68 68
85
66
IPO companies were trading above 38 31
their offering price. Life sciences 18
companies fared better than their 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
non–life sciences counterparts, with
Source: SEC filings and IPO Vital Signs4 US Market Review and Outlook
81% trading above their offering price, Percentage of Profitable IPO Companies – 2000 to 2020
compared to 70% of other companies. %
Individual components of the IPO 81
market fared as follows in 2020: 67
65 64
61 62
––VC-Backed IPOs: The number of IPOs
59 59 58
55
52 51
by venture capital–backed US issuers 43
increased by 32%, from 72 in 2019 to 36 36
34
32
95 in 2000—the highest annual figure 26
30
28
22
since the 102 in 2014—with the market
share of this segment dipping from 65%
to 64%. The median offering size for US
VC-backed IPOs increased by 65%, from 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
$110.5 million in 2019 to $182.7 million Source: SEC filings and IPO Vital Signs
in 2020, topping the median offering
size for non–VC-backed companies for
the second consecutive year (the only
two times this has occurred since 2000).
On average, US issuer VC-backed IPO
companies gained 104% from their
offering price through year-end.
Median Time to IPO and Median Amount Raised Prior to IPO – 2000 to 2020
––PE-Backed IPOs: The number of private # of years Median amount raised prior to IPO (in $ millions)
equity–backed IPOs by US issuers 202
increased by 88%, from 16 in 2019 to 7.4
7.1
7.5
7.2
7.0
30 in 2020. Overall, PE-backed issuers 6.6 6.6
6.3
6.6
6.0
accounted for 20% of all US-issuer IPOs 5.5 5.3
5.2 5.1 5.2
in 2020, compared to 14% in 2019. The 4.5
4.9
4.6 4.5
median offering size for PE-backed 3.8
88
100 102
85
IPOs in 2020 was $674.1 million, up 3.1 76
70 75
64
77 75
67 72 69
78
185% from the $236.4 million median 53 55 52 54 52 51
in the prior year and considerably
higher than the $157.4 million median
for other 2020 IPOs. On average, 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
PE-backed IPO companies ended the Source: Pitchbook
year 58% above their offering price.
––Life Sciences IPOs: There were 104 life to 50% in 2020 from 40% in 2019. The tech IPO companies ended the year
sciences company IPOs in 2020, an
median offering size for life sciences 75% higher than their offering price.
increase of 65% from the 63 in 2019. The
IPOs in 2020 was $159.1 million, a 93%
portion of the IPO market accounted
increase from the $82.5 million in 2019. ––Foreign-Issuer IPOs: The number of
for by life sciences companies increased US IPOs by foreign issuers increased
Through year-end, on average, life
by 30%, from 46 in 2019 to 60 in 2020
sciences IPO companies gained 92% from
DIRECT LISTINGS (representing 29% of the market in both
their offering price, compared to 61% for
years). The 2020 tally represents the
A “direct listing,” in which a private company non–life sciences IPO companies in 2020.
highest annual number of foreign-issuer
files a registration statement to register the
resale of outstanding shares and concurrently ––Tech IPOs: Deal flow in the technology IPOs since the 107 in 2000. Among
lists its shares on a stock exchange, provides sector increased by 17%, from 59 IPOs foreign issuers, Chinese companies
an alternative path to public ownership and in 2019 to 69 IPOs in 2020, marking the led the year with 31 IPOs (China’s
liquidity. There were three direct listings fifth consecutive year of growth. While second-highest annual total since 2010,
in 2020, up from two in the prior year, and the tech sector’s share of the US IPO behind only the 32 in 2018), followed
one—the first direct listing—in 2018. by companies from Canada and the
market decreased from 38% in 2019 to
Although the technique remains in its infancy,
one direct listing was completed in the first 33% in 2020, it remained higher than United Kingdom (each with five IPOs)
quarter of 2021 and more can be expected the industry’s 31% market share in 2018. and Israel (three IPOs). On average,
in the coming year. Direct listings are The median offering size for tech IPOs foreign-issuer IPO companies ended the
discussed in more detail on pages 12–13. in 2020 was $319.0 million, up 75% from year up 53% from their offering price.
$182.0 million in 2019. On average,5 US Market Review and Outlook
In 2020, 71 companies based in the eastern Venture Capital–Backed IPOs – 2000 to 2020
United States (east of the Mississippi # of VC-backed IPOs Dollar volume (in $ billions)
River) completed IPOs, compared to 78
201
western US–based issuers. California 30.4
led the state rankings with 52 IPOs,
25.0
followed by Massachusetts (27 IPOs),
21.0
New York and Texas (ten IPOs each), 19.3
and Pennsylvania (seven IPOs). 102
95
72 72 75
63 9.9 63 10.7 72
8.6 50 8.4
OUTLOOK 43 48 7.2 43 42 6.7
51
6.7 39
5.7
25 23 3.9 4.2
20 3.2
IPO market activity in the coming 2.0 1.6 1.6
2.7
7 0.7 9 1.2
year will depend on a number of 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
factors, including the following:
Source: SEC filings
––Economic Growth: With many sectors of Based on US IPOs by VC-backed issuers
the economy hammered by the pandemic,
US economic growth contracted by 3.5%
in 2020. After wild swings in the GDP in
the second and third quarters, the 4.3%
growth in the fourth quarter points to
a gradual recovery that will depend in Private Equity–Backed IPOs – 2000 to 2020
part on the widespread availability of # of PE-backed IPOs Dollar volume (in $ billions)
COVID-19 vaccines and the enactment 22.0
60
of economic stimulus legislation. 19.4
52 17.4
––Capital Market Conditions: The major 14.8
48
46
US stock indices recovered from sharp 41 13.2
12.1
declines in the first quarter of the year to 32
9.7 9.8 30
post remarkably resilient gains in 2020, 8.7
28 27 26 8.7
8.0 8.0
23 7.2
with the Dow Jones Industrial Average 19
17 5.8 18
20
16 5.2 16 5.1 16
up 7%, the Nasdaq Composite Index up 4.7
11
14
3.9
2.7
44% and the S&P 500 up 16%. While 1.8 5
1.0
the uncertain economic outlook may
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
temper broader market gains, the strong
aftermarket performance of recent IPOs Source: Refinitiv and SEC filings
should make IPOs attractive to investors Based on US IPOs by PE-backed issuers
seeking investments with the potential competition for attractive deals and
SPAC IPOS to outperform the major indices. driven up prices, making it harder
In 2020, there were 248 SPAC IPOs with gross for PE firms to allocate investments
proceeds of $75.73 billion, up dramatically ––Venture Capital Pipeline: Although profitably. At the same time, PE firms
from the 2019 tally of 59 SPAC IPOs with gross many VC-backed companies continue face pressure to exit investments—via
proceeds of $12.07 billion. The number of SPAC to be able to raise private “IPO-sized” IPOs or sales of portfolio companies—
IPOs in 2020 exceeded the combined total for rounds and delay their public debuts, and return capital to investors.
the preceding 12 years. In 2020, deal flow in the the desire of investors for cash returns,
SPAC IPO market overtook the conventional IPO The first quarter of 2021 produced 97 IPOs
combined with the solid aftermarket
market for the first time, while gross proceeds
were nearly equal. These trends accelerated in
performance of some of last year’s largest with gross proceeds of $38.81 billion,
the first quarter of 2021, with 298 SPAC IPOs debuts by VC-backed companies, is likely representing the most active three-month
raising $87.01 billion in the first three months to entice more VC-backed companies to period in the last twenty years. March alone
of the year—more than the totals for all of the public markets in the coming year. produced 41 IPOs—the highest monthly
2020—far outpacing the conventional IPO count since August of 2000. While the
market despite its very strong first quarter. ––Private Equity Impact: Although timing and extent of economic recovery is
Based on the volume of new filings in the fundraising by US private equity firms
first quarter of 2021, absent some significant uncertain, the abundance of investment
dropped from the prior year, more than
intervening event, many more SPAC IPOs can be capital in the market, coupled with a
expected in the coming year. The SPAC market
$200 billion was raised in 2020, and PE
deep pool of exciting IPO candidates, is
is discussed in more detail on pages 18–21. firms continue to hold large amounts of
likely to mean continued momentum in
“dry powder” to deploy. In recent years,
the IPO market in the coming year. <
the supply of capital has intensified6 Regional Market Review and Outlook
CALIFORNIA California IPOs – 2000 to 2020
T
# of IPOs Dollar volume (in $ billions)
he number of California IPOs
increased for the fourth consecutive 131 24.7
year, growing by 8%, from 48 in 2019
20.9
to 52 in 2020—the highest yearly 19.9
18.2
count since the 54 IPOs in 2014.
12.9
Buoyed by the three largest US IPOs in
53 54
2020, gross proceeds increased by 18%, 43 44 43
48
52
7.2
from $20.94 billion in 2019 to a record 6.2 33 5.7 32 6.6 6.3 35 6.2
25 24 24 4.7 4.7 25
annual total of $24.70 billion in 2020. 14
18 2.9
4.0 20 19
2.1 1.5 1.9 1.7
1.4 5 4 0.8
The largest California IPO in 2020 came 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
from Airbnb ($3.49 billion), followed
Source: SEC filings
by offerings from DoorDash ($3.37
billion), Snowflake ($3.36 billion) and
Maravai LifeSciences ($1.62 billion).
Technology and life sciences companies
accounted for 90% of the state’s IPO
total in 2020, up from their 81% share
in 2019—a year that saw a higher than Mid-Atlantic IPOs – 2000 to 2020
usual proportion of IPOs by consumer # of IPOs Dollar volume (in $ billions)
goods and financial services companies.
24 6.4
The number of venture-backed California
IPOs increased from 36 in 2019 to
42 in 2020. The 2020 tally represents 4.3
15 15
3.8
44% of all US-issuer VC-backed IPOs, 13 13
down from 50% in 2019, but still higher 2.7
11 2.9
10
11
2.6
2.4
than the 42% that prevailed over the 7 7
6 1.7 6
7
1.4
five-year period from 2014 to 2018. 5
1.0 4
0.9
1.3 1.2
3
1.1
0.9
1.2
3
4 4
0.9
1 0.3 1 0.1 0.4
0.2
The average 2020 California IPO produced
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
a first-day gain of 57%. A trio of life
sciences companies were the state’s top Source: SEC filings
performers, with Berkeley Lights up
198% in first-day trading, followed by MID-ATLANTIC The average 2020 mid-Atlantic
Seer (up 197%) and Nkarta (up 166%). IPO produced a first-day gain of
The mid-Atlantic region of Virginia, 36%, led by nCino (up 195%) and
At year-end, 88% of the state’s 2020 Maryland, North Carolina, Delaware Prelude Therapeutics (up 38%).
IPOs were trading above their offering and the District of Columbia produced
price, with the average California IPO seven IPOs in 2020, up from four in At year-end, the average mid-Atlantic
up 99% from its offering price. 2019 but below the annual double-digit IPO was trading up 108% from its offering
count that prevailed from 2013 to 2015. price, led by Prelude Therapeutics (up
The best-performing California IPO of the
277%), Fathom Holdings (up 260%)
year was Greenwich LifeSciences (up 534% Delaware, Maryland and North and nCino (up 134% after retreating
at year-end), followed by Shattuck Labs Carolina each produced two of the from its 195% first-day gain).
(up 208%), Oak Street Health (up 191%) region’s IPOs in 2020, with Virginia
and BigCommerce Holdings (up 167%). contributing the remaining one. Although the mid-Atlantic region’s IPO
deal flow improved in 2020, its activity
With the largest pool of venture capital– Gross proceeds in the mid-Atlantic remains below peak levels. Assuming
backed companies in the United States region more than doubled, growing market conditions are conducive, the
and a wealth of entrepreneurial talent, from $851 million in 2019 to $2.38 region’s traditional strengths in the life
California should remain a major billion in 2020. The largest mid- sciences, technology, financial services
source of attractive IPO candidates in Atlantic IPOs of 2020 came from North and defense sectors should help it
the coming year, particularly from the Carolina–based PPD ($1.62 billion) and build on last year’s uptick in IPOs.
technology and life sciences sectors. Virginia-based Telos ($255 million).7 Regional Market Review and Outlook
NEW ENGLAND New England IPOs – 2000 to 2020
# of IPOs Dollar volume (in $ billions)
The number of New England IPOs
almost doubled, spiking to 29 in 9.7
41
2020 from a total of 15 in 2019. 8.0
32
Massachusetts accounted for all but 29 6.3
two of the region’s IPOs in 2020—the 5.5
23 24
state’s tally of 27 IPOs was the second-
17
highest state total in the country for 15
13 3.0
16 3.4 15
2.7 13 12
the seventh consecutive year, trailing 9 2.0
8
2.3
1.7 1.8
1.5
only California—with Connecticut and 3
1.0 5 4
0.5 0.5 3 0.6
6 1.1 6
0.9
0.6
1.2
0.4 1
New Hampshire each adding one.
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Gross proceeds in the region more
Source: SEC filings
than tripled, from $1.81 billion in
2019 to $6.28 billion in 2020.
The largest New England IPO in 2020
was by American Well ($742 million),
followed by Datto ($594 million) and
Duck Creek Technologies ($405 million).
Tri-State IPOs – 2000 to 2020
The region’s 25 life sciences company # of IPOs Dollar volume (in $ billions)
IPOs in 2020 represented 30% of all
life sciences IPOs in the country by 31
29 10.3
US issuers, up from 26% in 2019. 9.3
25
26
25
27
8.4
8.1
The number of venture-backed New 7.0
7.5
7.0
21
England IPOs increased from 14 in 2019 17 6.2 17
18
17
5.4 5.2
to 26 in 2020. The region accounted 14
12 4.5
14 5.0
4.7 13 4.7
for 27% of all US-issuer VC-backed 9
3.8 11
IPOs in 2020, up from 19% in 2019 1.7 5
2.3
2.6
5
4 1.5
but slightly below the 28% in 2018. 0.6
3
0.2
The average 2020 New England IPO 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
produced a first-day gain of 33%. The Source: SEC filings
region’s top performer in first-day
trading was 908 Devices (up 145%
TRI-STATE The average 2020 tri-state IPO
from its offering price), followed by
produced a first-day gain of 54%. The
Black Diamond Therapeutics (up 108%) The number of IPOs in the tri-state region’s top performers in first-day
and Forma Therapeutics (up 95%). region of New York, New Jersey and trading were Lemonade (up 139%
Pennsylvania increased by 24%, from its offering price), Applied UV
At year-end, the average New England
from 17 in 2019 to 21 in 2020. (up 132%) and Vroom (up 118%).
IPO was up 93% from its offering price,
with all but three of the region’s IPOs New York produced ten of the region’s 2019 At year-end, the average tri-state
trading above their offering price, led by IPOs, with Pennsylvania accounting for IPO was up 103% from its offering
Beam Therapeutics (up 380% at year- seven and New Jersey the remaining four. price. The best-performing tri-state
end), Keros Therapeutics (up 341%)
Gross proceeds from tri-state IPOs IPO was by Schrödinger (up 366%
and Kymera Therapeutics (up 210%).
increased by 46%, from $7.03 billion from its offering price at year-end),
With the region’s world-renowned in 2019 to $10.26 billion in 2020, led followed by Lemonade (up 322%) and
universities and research institutions by Royalty Pharma ($2.18 billion) and PMV Pharmaceuticals (up 242%).
continuing to spawn tech and life sciences Warner Music Group ($1.93 billion). With a high level of venture capital activity
companies, and with strong levels of
There were 12 venture-backed IPOs in in the region, the coming year should see
venture capital investment, New England
the tri-state region in 2020, up one from tri-state IPOs from emerging life sciences
should continue to generate attractive
the prior year. The 2020 total equaled the and technology companies and larger,
IPO candidates in the coming year.
region’s highest annual figure since 2000. private equity–backed companies. <8 IPO Market by the Numbers
PROFILE OF SUCCESSFUL HOW DO YOU COMPARE?
IPO CANDIDATES
Set forth below are selected metrics about the IPO market, based on combined
What does it really take to go public? There data for all US IPOs during the three-year period from 2018 through 2020.
is no single profile of a successful IPO
Percentage of IPO companies qualifying as EGCs
company, but in general the most attractive 91%
under JOBS Act
candidates have the following attributes:
––Outstanding Management: An investment Median offering size
$128.4 million (17% below $50 million
and 15% above $500 million)
truism is that investors invest in people,
and this is even truer for companies going $59.5 million (48% below $50 million
public. Every company going public needs Median annual revenue of IPO companies
and 15% above $500 million)
experienced and talented management
with high integrity, a vision for the future, Percentage of IPO companies that are profitable 27%
lots of energy to withstand the rigors of
the IPO process and a proven ability to Delaware—91%
State of incorporation of IPO companies
No other state over 3%
execute. An IPO is not the best time for a
fledgling CEO or CFO to cut his or her teeth. Percentage of IPOs including selling
Percentage of IPOs—18%
stockholders, and median percentage of offering
––Market Differentiation: IPO candidates represented by those shares
Median percentage of offering—26%
need a superior technology, product or
Percentage of IPOs including directed share
service in a large and growing market. Percentage of IPOs—45%
programs, and median percentage of offering
Median percentage of offering—5%
Ideally, they are viewed as market represented by those shares
leaders. Appropriate intellectual property
Percentage of IPO companies disclosing
protection is expected of technology adoption of ESPP
64%
companies, and in some sectors, such as
life sciences, patents are de rigueur. Percentage of IPO companies using a “Big 4”
77%
accounting firm
––Substantial Revenue: Substantial revenue
is generally expected—at least $50 Stock exchange on which the company’s Nasdaq—73%
million to $75 million annually—in order common stock is listed NYSE—27%
to provide a platform for attractive levels
Median underwriting discount 7%
of profitability and market capitalization.
Median—16
––Revenue Growth: Consistent and strong Number of SEC comments contained in initial
25th percentile—12
revenue growth—25% or more annually—is comment letter
75th percentile—22
usually needed, unless the company has Median number of Form S-1 amendments
other compelling features. The company (excluding exhibits-only amendments) Five
should be able to anticipate continued filed before effectiveness
and predictable expansion to avoid the Median—74 calendar days
Time elapsed from initial confidential submission
25th percentile—56 calendar days
market punishment that accompanies to initial public filing of Form S-1
75th percentile—120 calendar days
revenue and earnings surprises.
Time elapsed from initial confidential submission Median—112 calendar days
––Profitability: Strong IPO candidates or initial public filing to effectiveness 25th percentile—84 calendar days
generally have track records of earnings of Form S-1 75th percentile—182 calendar days
and a demonstrated ability to enhance Legal—$1,646,000
margins over time, although IPO investors Median offering expenses Accounting—$961,000
Total—$3,500,000
often appear to value growth more
highly than near-term profitability.
––Market Capitalization: The company’s Other factors can vary based on a company’s Beyond these objective measures, IPO
potential market capitalization should industry and size. For example, many life candidates need to be ready for public
be at least $200 million to $250 million, sciences companies will have much smaller ownership in a range of other areas,
in order to facilitate development of a revenue and not be profitable. More mature including accounting preparation; corporate
liquid trading market. If a large portion of companies are likely to have greater revenue governance; financial and disclosure controls
the company will be owned by insiders and market caps, but slower growth rates. and procedures; external communications;
following the IPO, a larger market cap High-growth companies are likely to be smaller, legal and regulatory compliance; and a variety
may be needed to provide ample float. and usually have a shorter history of profitability. of corporate housekeeping tasks. <COVID-19 Fails to Lock Down the IPO Market
9 PROCESS GOES VIRTUAL WITH NO ADVERSE IMPACT—NEW PRACTICES BRING NEW EFFICIENCIES
I POs have weathered cyclicality,
economic uncertainty, market
upheavals, bubbles, regulatory reforms
––SEC Rule Amendments: The SEC has
taken several steps to facilitate document
submissions. Most importantly, the
––Stock Exchange Requirements: Nasdaq
and the NYSE temporarily suspended
compliance with market price–based
and occasional scandals to remain SEC adopted rules to permit the use listing requirements in response to the
a fixture in the financing landscape. of electronic signatures generated dramatic market decline that occurred
Beginning in March 2020, the IPO by DocuSign and other e-signature in March 2020. Both exchanges also
market faced a new foe—the COVID-19 applications when filing registration temporarily suspended, under certain
pandemic—and scarcely missed a statements and other documents. The SEC circumstances, the requirement for
beat. With most of the business world also temporarily suspended notarization stockholder approval of private issuances
working from home, the IPO process has requirements for obtaining EDGAR filer of securities in financing transactions
become completely virtual, producing codes and established a temporary secure representing or convertible into 20% or
no adverse consequences while yielding file transfer process for the electronic more of a listed company’s pre-financing
unexpected efficiencies that are likely submission of supplemental materials. outstanding shares or voting power at a
to persist in the post-pandemic world. price below the minimum price per share
––Submission Process: The lack of in- specified by the applicable exchange.
person meetings is not affecting the
IMPACTS ON IPO PROCESS
ability of working groups to finalize ––Financial Guidance: In light of
––Overall Timeline: The median time the Form S-1 before each filing or extraordinary economic uncertainty,
between the initial Form S-1 filing or submission. In recent years, lengthy especially in the early stages of the
submission and effectiveness declined in-person sessions at the financial pandemic, many public companies
from 112 days in 2019 to 105 days in printer had already begun to disappear, withdrew pre-pandemic guidance,
2020—the lowest annual figure since in favor of shorter sessions to fine-tune updated their guidance, or stopped
at least 2007. Although timelines the Form S-1 just before submission. providing guidance altogether. As
are affected by multiple factors, the appropriate, new guidance highlights the
––SEC Review: The nature and timing uncertainties created by the pandemic.
pandemic does not appear to be slowing
of SEC review is unchanged (even
down the overall IPO process.
before the pandemic, many staff ––Annual Meetings: Virtual-only
––Due Diligence: The universal use of members worked remotely). annual meetings of stockholders have
virtual data rooms has prevented become commonplace in light of the
––Marketing: Road show and “test-the- health and safety concerns posed by
the pandemic from having any effect
waters” meetings are held virtually,
on documentary due diligence. Site in-person meetings and restrictions
enabling company management to
visits—which ordinarily are not on the size of public gatherings.
meet remotely with more potential
undertaken outside of manufacturing
investors in less time than required ––Poison Pills: Proxy advisors ISS and Glass
and certain other industries—are
by in-person meetings—while saving Lewis both issued guidance to the effect
conducted in accordance with
money on travel expenses. With travel that the market and economic impacts of
local COVID-19 protocols.
time eliminated and investor meetings the pandemic may justify adoption of a
––All-Hands Meetings: Org meetings and held virtually, road show schedules stockholder rights plan of less than one
drafting sessions are being held remotely have become shorter—thereby reducing year in duration if the company discloses
by videoconference and proceeding exposure to market risk. Electronic road a sound rationale for adoption of the plan.
seamlessly. Even before the pandemic, shows continue to supplement live road New plan adoptions in 2020 significantly
many in-person meetings had shifted show meetings for retail investors. increased compared to prior years.
online—drafting sessions, for example,
––Pricing and Closing: No IPOs have ––Potential Liability and Enforcement:
are often conducted remotely, with the
been cancelled after pricing, despite According to Cornerstone Research, the
registration statement displayed on the
the unprecedented market volatility number of federal and state securities
screen for group discussion and editing.
that has prevailed at times. Remote class action filings declined by 22%
––Company Disclosures: During 2020, the closings—which had already become from 2019 to 2020, but nineteen of
SEC staff issued guidance on disclosure the norm—are conducted by telephone the cases brought in 2020 involved
considerations arising from the pandemic and electronic document exchange. COVID-19 disclosures. The SEC’s
and its impact on company operations, Division of Enforcement formed a steering
liquidity and capital resources. Pandemic- POST-IPO EFFECTS committee to focus on coronavirus-
related disclosures are now commonplace related market and investor risk
in risk factors, MD&A (with a focus ––SEC Filing Deadlines: In the first and has begun to bring enforcement
half of 2020, the SEC extended actions against public companies
on known trends and uncertainties
filing deadlines for companies and for misleading disclosures about the
associated with the pandemic) and
individuals affected by the pandemic. financial effects of the pandemic. <
elsewhere in IPO prospectuses.The Little Engine That Could
10 A DECADE OF CAPITAL FORMATION UNDER THE JOBS ACT
O ver the past decade, Congress and
the SEC have sought to encourage
capital formation as an engine of economic
regardless of EGC status, to submit a draft
registration statement for “nonpublic
review.” The nonpublic review process
audited financial statements growing
from 22% in 2012 to 89% in 2020.
growth. The best known of these efforts, is similar to the confidential submission ––The pattern among companies in
other sectors has been similar to that
the JOBS Act, was adopted in 2012. The process for EGCs but is available for a
of technology companies, with the
JOBS Act created an “IPO on-ramp” that wider range of offerings and registration
percentage providing two years of
provides “emerging growth companies” statements, including the submission
audited financial statements growing
(EGCs) with a phase-in period, which of a draft registration statement (but
from 38% in 2013 to 83% in 2020.
can continue until the last day of the not amendments thereto) for a follow-
fiscal year following the fifth anniversary on public offering within one year after In late 2015, the FAST Act amended
of an IPO, to come into full compliance a company’s IPO. Nonpublic review the JOBS Act to permit an EGC to omit
with certain disclosure and accounting is particularly helpful in a follow-on from its Form S-1 financial information
requirements. The overwhelming majority offering because it enables a company that relates to a historical period that
of all IPO candidates qualify as EGCs. to determine, before public filing, the company reasonably believes will
whether the registration statement will not be required to be included in the
The JOBS Act makes various items of
be reviewed by the staff, thereby enabling Form S-1 at the time of the contemplated
relief available to EGCs. Practices with
the company to minimize the period of offering, as long as the company adds
respect to EGC relief have varied, often
time (as little as 48 hours) between public all required financial information to
reflecting the company’s size, maturity
disclosure and pricing of the offering. the Form S-1 before distributing a
or industry, and have evolved over time
preliminary prospectus to investors.
in response to investor expectations,
REDUCED FINANCIAL DISCLOSURE
market practices and other factors. Omission of Other Financial
Reduction in Number of Years of Audited Statements (All Issuers)
As a result of subsequent legislation and
Financials Required (EGCs Only) Under an SEC staff policy adopted in
SEC actions, additional steps have been
taken to further streamline the IPO EGCs may elect to provide only two years 2017, any issuer may omit from its draft
process, facilitate other public offerings, of audited financial statements (rather registration statements submitted for
reduce the burdens on public companies than three) and Management’s Discussion nonpublic review annual and interim
while still protecting investors, and, in and Analysis (MD&A) is only required financial information that it reasonably
some cases, extend to all issuers items of for the periods presented in the financial believes it will not be required to present
relief otherwise available only to EGCs. statements. The JOBS Act also permitted separately at the time that it publicly
an EGC to omit selected financial data files its registration statement.
for any period prior to the earliest period
CONFIDENTIAL SUBMISSION Reduced Financial Disclosure for
covered by its audited financial statements,
OF REGISTRATION STATEMENTS Acquisitions and Dispositions (All Issuers)
but this relief is no longer significant
Confidential Review (EGCs Only) due to the SEC’s elimination (effective Effective January 1, 2021, the SEC amended
in 2021) of all requirements to present Regulation S-X to reduce the number of
An EGC is able to submit a draft Form
selected financial data in SEC filings. years of required financial statements
S-1 registration statement to the SEC for
and alleviate some of the burdens faced
confidential review instead of filing it
Overall, the percentage of EGCs electing by companies in assembling required
publicly on the SEC’s EDGAR system. A
to provide two years of audited financial financial statements with respect to
Form S-1 that is confidentially submitted
statements has increased dramatically, acquisitions and dispositions.
must be substantially complete, including
from 27% in 2012 to 94% in 2020.
all required financial statements and Other Staff Accommodations (All Issuers)
signed audit reports. The SEC review ––From the outset, life sciences companies, Rule 3-13 under Regulation S-X allows
process for a confidential submission for which older financial information is companies to seek SEC relief from
is the same as for a public filing. A often irrelevant, were more likely than financial statement requirements
confidentially submitted Form S-1 must be other companies to provide only two years if consistent with the protection of
filed publicly no later than 15 days before of audited financial statements, with the investors. On numerous occasions in
the road show commences. Confidential percentage choosing this option initially recent years, senior staff members have
submission has been widely adopted by topping 80% and reaching 99% in 2020. expressed a willingness to consider
EGCs across time periods and sectors— requests for modifications to financial
reaching 98% of all EGCs in 2020. ––Technology companies, which generally
have substantial revenue and often reporting requirements when required
Nonpublic Review (All Issuers) have profitable operations, have been disclosures are burdensome to generate
slower to adopt this practice, with the and may not be material to the total mix
In 2017, the SEC staff changed its review
percentage providing two years of of information available to investors.
procedures to allow any company,The Little Engine That Could
11 A DECADE OF CAPITAL FORMATION UNDER THE JOBS ACT
ACCOUNTING AND AUDITING RELIEF of the new accounting standards for of Section 404(b) all “smaller reporting
revenue recognition (ASC 606) and companies” (SRCs) that have less than
Delayed Application of New lease accounting (ASC Topic 842) $100 million in revenues in the most
Accounting Standards (EGCs Only) or, at a minimum, to take more time recent fiscal year for which audited
EGCs may choose not to be subject to evaluate the effects of the new financial statements are available.
to any accounting standards that are standards before adopting them.
adopted or revised on or after April 5, REDUCED EXECUTIVE
2012, until these standards are required Exemption from Future Auditing
COMPENSATION DISCLOSURE
to be applied to nonpublic companies. Standards (EGCs Only)
(EGCs and SRCs)
In the past few years, a major shift EGCs are automatically exempt from any
in EGC practices has occurred. future mandatory audit firm rotation An EGC may follow the scaled
requirement and any rules requiring that compensation disclosure requirements
––Through 2016, the vast majority of auditors supplement their audit reports that apply to SRCs. As a result, EGCs (like
EGCs, regardless of industry, opted out with additional information about the SRCs) need not provide Compensation
of the extension of time to comply with audit or financial statements of the Discussion and Analysis (CD&A);
new or revised accounting standards. company (such as the requirement to make compensation information is required
This decision appears to have been disclosure about critical audit matters only for three named executive officers
motivated by the uncertain value of (CAMs) under auditing standard AS 3101). (including the CEO); and only three of
the deferred application of future, Any other new auditing standards will the seven compensation tables otherwise
unknown accounting standards, and not apply to audits of EGCs unless the required must be provided. EGCs
concerns that a company’s election to SEC determines that application of the have uniformly and overwhelmingly
take advantage of the extended transition new rules to audits of EGCs is necessary embraced the ability to omit CD&A.
period could make it more difficult or appropriate in the public interest. In 2020, every EGC omitted CD&A.
for investors to compare its financial To date, the SEC has applied all new
statements to those of its peers. auditing standards to audits of EGCs. TESTING THE WATERS
––The percentage of EGCs adopting the Exemption from Section 404(b) ICFR (All Issuers)
extended transition period jumped Audits (EGCs and Eligible SRCs) The JOBS Act permits EGCs to engage
from 11% through 2016 to 63% between
EGCs are exempt from the requirement in “test-the-waters” communications with
January 1, 2017, and December 31, 2020.
under Section 404(b) of the Sarbanes- eligible institutional investors to determine
This trend has been most pronounced
Oxley Act that an independent their investment interest in a contemplated
among technology companies, with
registered public accounting firm IPO. In 2019, the SEC adopted new Rule
the percentage electing the extended
audit and report on the effectiveness 163B to permit any company, regardless
transition period spiking from 12% to
of a company’s internal control over of its EGC status, to engage in “test-the-
71% between these periods (including
financial reporting (ICFR), beginning waters” communications in connection
94% in 2020), and life sciences companies,
with the company’s second Form 10-K. with any registered securities offering.
with the percentage increasing from
Most EGCs adopt this exemption at the In many sectors, particularly life sciences
10% to 62% (including 90% in 2020).
time it becomes applicable to them. and technology, “test-the-waters”
This change in behavior appears to
meetings have become routine, and
have been motivated by the desire of In 2020, the SEC adopted rules that
interest in such meetings continues to
many EGCs to delay the application exempt from the ICFR audit requirement
grow among institutional investors. <
EGC ELECTIONS
Prevalence of Election
Life Sciences Technology Other Sectors All EGCs
Item of Relief
4/5/12– 1/1/17– 4/5/12– 1/1/17– 4/5/12– 1/1/17– 4/5/12– 1/1/17–
Overall Overall Overall Overall
12/31/16 12/31/20 12/31/16 12/31/20 12/31/16 12/31/20 12/31/16 12/31/20
Confidential submission of Form S-1 95% 100% 97% 95% 98% 97% 87% 96% 91% 93% 98% 96%
Two years (rather than three)
87% 98% 93% 37% 71% 53% 58% 84% 70% 65% 87% 76%
of audited financial statements
Omission of CD&A 100% 100% 100% 98% 99% 99% 96% 98% 97% 98% 99% 99%
Delayed application of new or
10% 62% 37% 12% 71% 40% 13% 57% 33% 11% 63% 37%
revised accounting standardsThe Direct Listing Alternative to a Conventional IPO
12 TECHNIQUE GAINING TRACTION AMONG HIGH-PROFILE PRIVATE COMPANIES
W ith the rise of very large, well-
capitalized private companies
boasting valuations well in excess of
STOCK EXCHANGE LISTING
Nasdaq and NYSE both permit the listing
LOCKUPS
Although not commonplace in direct
$1 billion, the concept of a “direct listing” of eligible securities registered under listings, partial lockups are sometimes
has emerged. In a direct listing, the the Exchange Act without a concurrent implemented to facilitate a more orderly
company files a registration statement to public offering of newly issued shares, as distribution of shares and to reassure
register the resale of outstanding shares long as applicable listing requirements public investors that management and large
and concurrently lists its shares on a stock are satisfied (including the filing of a private investors won’t sell a significant
exchange. Under a new NYSE rule, the resale registration statement). The overall portion of their holdings soon after listing.
company may also raise primary capital in listing process is similar to that in a
connection with a direct listing (a pending traditional IPO, although aspects of the LIABILITY CONSIDERATIONS
Nasdaq proposal would allow the same). process are more difficult in the absence
of a concurrent underwritten public There are significant unresolved questions
Although a direct listing does not include
offering and require ongoing dialogue regarding the liability framework
an underwriting component, the company
and coordination with the exchange. applicable to direct listings. From the
ordinarily retains financial advisors for
company’s perspective, it is unclear
assistance with aspects of the process.
whether post-listing purchasers of
QUIET PERIOD
securities will be able to successfully
REGISTRATION STATEMENT The SEC’s quiet-period restrictions apply assert claims under Section 11 or Section
In a direct listing, the company files a to a direct listing, and the safe harbors 12(a)(2) of the Securities Act for material
Form S-1 (or a Form F-1, for a foreign that are available in conventional IPOs misstatements or omissions in the
private issuer) with the SEC to are also available in direct listings. A registration statement. This question is
register the resale of some or all of its company planning to conduct a direct the subject of ongoing litigation arising
outstanding shares under the Securities listing may announce the confidential out of Slack Technologies’ 2019 direct
Act of 1933 and files a Form 8-A to submission of a draft Form S-1 in reliance listing. It is also unclear whether financial
register its common stock under the on Rule 135 and may also announce advisors involved with direct listings might
Securities Exchange Act of 1934. the public filing of a Form S-1 for a be considered “statutory underwriters,”
direct listing in reliance on Rule 134. with the potential liability of underwriters
The Form S-1 for a direct listing is under a registration statement.
similar to a Form S-1 for a conventional INVESTOR ENGAGEMENT
IPO, with modifications to reflect the RESALES
structural differences between the Although a direct listing does not include a
two approaches, such as the plan of traditional road show, a company pursuing Subject to any lockup agreements, public
distribution and related matters. If the a direct listing typically undertakes resales of shares registered on the Form
company qualifies as an “emerging investor education activities to familiarize S-1 may be made as long as the Form
growth company” (EGC), it can potential investors with the company. For S-1 remains effective. In many direct
take advantage of the disclosure and example, the company may hold “test-the- listings, the Form S-1 is terminated
other relief available to EGCs. waters” meetings with eligible institutional 90 days after effectiveness (at which
investors. An “investor day” or “non-deal” point Rule 144 becomes available for
SEC FILING AND REVIEW road show is also possible if conducted in resales by company affiliates), in order
accordance with SEC rules. In connection to eliminate potential liability pursuant
The Form S-1 is filed on the SEC’s with its direct listing, Coinbase hosted an to Section 11 or Section 12(a)(2) for
EDGAR system and undergoes the same “Ask Us Anything” session on Reddit with further sales under the Form S-1.
SEC staff review process applicable to a its CEO fielding questions from everyday
conventional IPO, with additional focus Public resales of shares not registered on
investors about the company’s business
on the unique aspects of a direct listing. the Form S-1 must be made in reliance
and the cryptoeconomy (but not questions
Regardless of whether it qualifies as on Rule 144, which is available (subject to
about Coinbase’s anticipated stock price,
an EGC, the company is permitted to any lockup agreements) immediately upon
future performance and the like) and
submit a draft Form S-1 for confidential Exchange Act registration for resales by
posted a video on YouTube containing
review but must publicly file the Form non-affiliates of the company. However,
selected responses. Under Regulation M,
S-1 (and amendments thereto) at least Rule 144 is not available for resales by
investor-related activities generally cannot
fifteen days before it becomes effective. affiliates until 90 days after Exchange
be conducted during a “restricted period”
Upon effectiveness of the Form S-1, Act registration and may not provide
commencing on the fifth business day prior
stock exchange listing can be completed sufficient liquidity for large holders due to
to the determination of the opening price
and trading can commence. the volume limitations under the rule.
and ending with the commencement of
secondary market trading in the shares.The Direct Listing Alternative to a Conventional IPO
13 TECHNIQUE GAINING TRACTION AMONG HIGH-PROFILE PRIVATE COMPANIES
PRIMARY CAPITAL RAISING S-1. Under the proposal, the opening conventional IPO (including underwriting
price could not be more than 20% below discounts)—and the inclusion of
In December 2020, the SEC the bottom of the price range—providing a primary raise component would
approved an NYSE rule change that more pricing flexibility than under NYSE’s similarly dilute existing stockholders.
permits primary capital raising in rule, which requires the opening price
connection with a direct listing if: The direct listing technique remains in its
to be within the specified price range.
infancy, with fewer than ten such listings
––the company either sells shares having completed to date, and none that included
a market value of at least $100 million PUBLIC REPORTING
a primary capital raise. Nonetheless,
in the opening auction or has at least the success of prominent examples and
Following a direct listing, the company
$250 million in market value of freely the substantial interest among private
becomes subject to the normal public
tradable shares at the time of listing; companies (and their venture capital
reporting and other requirements of the
Exchange Act. If eligible, the company backers) in the technique suggest that
––the NYSE’s 400 round-lot stockholder
requirement is satisfied at the time of can take advantage of the reduced additional direct listings can be expected.
listing without a phase-in period; and disclosure requirements and exemptions
At this point, direct listing appears best
available to EGCs following an IPO.
suited to private companies that are of
––the company discloses the number of The company must also comply with
shares it is selling and a price range in sufficient value and investor interest to
the corporate governance requirements
the Form S-1, and the opening auction qualify for stock exchange listing and
and other rules of the stock exchange
price is within that price range. enjoy meaningful trading liquidity without
on which its common stock is listed.
the aftermarket support provided by
Nasdaq’s current rules provide that a underwriters in a traditional IPO. Other
company conducting a direct listing OUTLOOK private companies seeking an alternative
must have a market value of publicly path to public ownership and liquidity
Direct listings were born out of the
held shares of at least $250 million and may find a merger with a SPAC more
desire of private companies to get to
must satisfy certain bid price and market attractive (SPAC mergers are discussed
the public market faster and at less cost
capitalization requirements. Under a further on pages 18–21). The extent to
than in a conventional IPO, without
proposed rule change, which is pending as which the direct listing market continues
incurring the dilution of a new stock
of March 31, 2021, Nasdaq would permit to develop, the characteristics of direct
issuance. In some instances, however,
primary capital raising in a direct listing listings and the companies that are able to
the timing advantages of a direct listing
if these requirements are satisfied based complete them successfully, and the impact
are minimal and the cost of a direct
on a price that is 20% below the bottom of direct listings on the conventional
listing (including financial advisory
of the price range disclosed in the Form IPO market remain to be seen. <
fees) can equal or exceed the cost of a
DIRECT LISTINGS: ILLUSTRATIVE METRICS AND OUTCOMES
Coinbase Palantir Slack Spotify Thryv Watford
Asana Global Technologies Roblox Technologies Technology Holdings Holdings
Date 9/30/20 4/14/21 9/30/20 3/10/21 6/20/19 4/3/18 10/1/20 3/28/19
Exchange NYSE Nasdaq NYSE NYSE NYSE NYSE Nasdaq Nasdaq
Revenue $142.6 million $1.28 billion $742.6 million $923.9 million $400.6 million €4.09 billion $1.42 billion $575.2 million
Net income (loss)1 $(118.6 million) $322.3 million $(579.6 million) $(257.7 million) $(138.9 million) €(1.24 billion) $35.5 million $(54.5 million)
First-day opening price $27.00 $381.00 $10.00 $64.50 $38.50 $165.90 $14.00 $25.26
First-day closing price $28.80 $328.28 $9.50 $69.50 $38.62 $149.01 $11.07 $27.00
Initial market capitalization2 $4.4 billion $64.6 billion $15.6 billion $38.3 billion $19.5 billion $26.5 billion $341.3 million $612.4 million
Price at 3/31/21 $28.58 N/A $23.29 $64.83 $40.63 $267.95 $23.40 $34.61
80% of shares for 15% of shares
Lockup None None None None None None
141 days for 180 days
Total registration expenses $19.9 million $45.0 million $46.0 million $56.0 million $26.7 million $45.7 million $12.6 million $9.1 million
1
Most recent fiscal year prior to listing
2
Based on first-day closing price
Source: SEC filings2 3
Over the past 25 years, WilmerHale has handled more IPOs in the eastern United States—as issuer
and underwriters’ counsel—than any other law firm.
We have represented clients in more than 100 public offerings and Rule 144A placements raising almost $45 billion since the beginning of 2020, adding to a record that,
over the past decade, has included more than 450 public offerings and Rule 144A placements with total proceeds in excess of $220 billion.
Initial Public Offering of Initial Public Offering of Initial Public Offering of
Common Stock Common Stock Common Stock
$232,300,000 $98,370,000 $319,294,000
and Public Offering of Rule 144A Placement of and Initial Public Offering of Initial Public Offering of Public Offering of and Initial Public Offering of
Public Offering of Common Stock Convertible Senior Notes Public Offering of Common Stock Common Stock Senior Notes Public Offering of Common Stock
Common Stock Common Stock Common Stock
$379,500,000 $192,500,000 $201,250,000 $57,000,000 $137,916,000 $200,000,000 €6,250,000,000 $275,799,000 $244,375,000
Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Underwriters Counsel to Issuer Counsel to Underwriters Counsel to Issuer Counsel to Underwriters Counsel to Issuer
February and August 2020 June 2020 December 2020 October 2020 and February 2021 February 2021 August 2020 September 2020 June and December 2020 June 2020
Initial Public Offering of Public Offerings of
Common Stock Notes
Public Offerings of
Senior Notes
$655,217,000 $3,100,000,000
Public Offering of Public Offering of Public Offering of Initial Public Offering of and Public Offering of Public Offering of and Rule 144A Placement of
Common Stock $2,200,000,000 Common Stock Common Stock Common Stock Public Offerings of Senior Notes Common Stock Rule 144A Placement of Senior Notes
and
Common Stock Senior Notes
$151,340,000 €1,200,000,000 $275,150,000 $460,000,000 $128,800,000 $3,880,219,000 $2,000,000,000 $151,800,000 $1,750,000,000 $1,000,000,000
Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Underwriters Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer
October 2020 March and April 2020 June 2020 December 2020 July 2020 August 2019–August 2020 May 2020 May 2020 November 2019–March 2021 March 2020
Public Offerings of
Senior Notes Initial Public Offering of
€2,500,000,000 and Common Stock
$1,000,000,000, $230,000,000
Public Offering of Initial Public Offering of Public Offerings of Public Offering of Mandatory Convertible Preferred Stock Public Offering of Public Offering of Public Offering of and
Common Stock Common Stock Common Stock Senior Notes $1,717,500,000 Common Stock Common Stock Senior Notes Public Offering of
and
Common Stock
$37,000,000 $86,480,000 $446,625,000 $1,300,000,000 Common Stock $404,225,000 $137,409,000 $400,000,000 $225,400,000
$1,782,500,000
Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer
August 2020 March 2020 June 2020 and January 2021 August 2020 March–October 2020 January 2020 October 2020 April 2020 June 2020 and January 2021
Initial Public Offering of
Common Stock
$267,697,000
and Initial Public Offering of Public Offerings of Public Offering of Public Offerings of Rule 144A Placements of Public Offering of Public Offering of Initial Public Offering of Initial Public Offering of
Public Offering of Common Stock Common Stock Common Stock Common Stock Convertible Senior Notes Common Stock Senior Notes Common Stock Common Stock
Common Stock
$168,000,000 $103,500,000 $224,356,000 $143,750,000 $187,125,000 $1,700,000,000 $161,920,000 $800,000,000 $143,750,000 $152,895,000
Counsel to Issuer Counsel to Underwriters Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Underwriters Counsel to Issuer
September 2020 and January 2021 September 2020 May–December 2020 March 2021 June and December 2020 December 2020 and February 2021 March 2021 March 2021 March 2021 July 2020You can also read
