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US IPO Market Picks Up in 2017

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This year’s U.S. IPO market is looking more robust than last year’s, when only 79 IPOs were priced, the lowest number since 2009, law firm Proskauer said in a new study released Wednesday.

Twenty IPOs were priced in the first quarter, compared with six in the 2016 first quarter, still a slower start than in recent years.

Brexit and the U.S. presidential election contributed to last year’s market slowness and volatility, the study said. The average base deal value was $214 million, the same as 2015, and the lowest since 2005.

Proskauer said the March 2 Snap IPO may lead the way to more big listings this year. IPO Boutique provides a current list of offerings in the pipeline.

2016 Trends and Activity

Proskauer analyzed 67 of the 79 IPOs from 2016 on its database that met requirements for inclusion in the study: listing on a U.S. exchange and a minimum initial base deal size of $50 million. Fifty-seven came from domestic issuers and 10 from foreign private issuers.

“We have expanded and enhanced the proprietary IPO database that we created for the first edition through analyses for more than 375 IPOs,” Pippa Bond, co-head of Proskauer’s global capital markets group, said in a statement.

The new study turned up several observations about 2016 listings.

For one, the market has become more accepting of less financial information, Proskauer found.

In the nearly five years since the passage of the Jumpstart Our Business Startups (JOBS) Act, 75% of emerging growth companies (generally, those with annual revenues under $1 billion) included two instead of three years of audited financial statements in 2016, a 92% increase since 2013.

In addition, 60% of emerging companies included only two years of selected financial statements last year, a 67% increase since 2013.

Although underwriters and issuers have increasingly used pre-IPO test-the-waters communications to obtain feedback from potential investors, the study showed that these have been deployed predominantly by the issuers in the health care and technology, media and telecom sectors.

In 2016, 100% of disclosed testing-the-waters communications were by issuers in these sectors.

According to the study, the average number of Securities and Exchange Commission comments has decreased, but the average time that it took issuers from the first submission or filing to pricing in 2016 shot up to 221 days from 156 days in 2015 and 123 days in 2014.

The SEC’s increased focus on non-GAAP accounting measures has not spared IPOs, the study found. In 2016, 71% of issuers in the analysis disclosed at least one measure apart from generally accepted accounting principles. Of these 47 issuers, 26 received at least one comment on non-GAAP measures.

The Proskauer analysis found that issuers continued to disclose a material weakness in internal controls.

In 2013, 17% of issuers disclosed a material weakness. In each of the following three years, approximately one-third of issuers disclosed a material weakness. However, the study indicated no material effect on pricing or aftermarket performance for these issuers.

Proskauer found an increase in the average percentage of board independence for controlled company boards, from 37% in 2013 to 47% in 2016.

In another finding, sponsor-backed IPOs with a secondary component have remained consistent over the past four years, ranging from 30% to 39%.

At the same time, the percentage of non-sponsor-backed deals with a secondary component plummeted from 21% in 2013 to just 7% in 2016.

Proskauer said there had also been a significant falloff in the percentage of IPOs with a secondary component that included sales by an issuer’s management, from 52% to 15% over four years.

The study found a big increase in insider purchasing in IPOs, from 21% in 2013 to 45% in 2016. The average percentage of shares purchased by insiders in these IPOs increased to 34% last year from 21% in 2015.

Finally, IPOs with multiple classes of common stock generally exhibited better pricing and aftermarket performance in 2016 than those without multiple classes, according to Proskauer.

Between 2013 and 2016, IPOs in TMT and financial services comprised more than half of those with multiple share classes, and generally outperformed the average of all other sectors.

— Check out VC Market Got a ‘Reality Check’ in 2016: KPMG on ThinkAdvisor.


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