2021 Q1 Newsletter
- The SEC Professionals Group Q1 meeting will be hosted virtually by the Kansas City chapter on Tuesday, March 30 at 2:00 p.m. ET
- We sat down with Q1 panelist Scott Gootee, Stinson LLP to dive deeper into the SPAC discussion
- Kansas City chapter advisory chairs share background on their chapter and how accounting has served as a springboard for their careers
Decoding the Alphabet Soup of Capital Raising
IPOs, SPACs, and all that jazz
Expect another robust market for IPOs and M&A this year, says Scott Gootee, a partner and co-head of the public company and capital markets practice group at the law firm of Stinson LLP, and a sponsor of the Kansas City chapter of the SEC Professionals Group.
Scott remembers the 2020 IPO market as a roller coaster ride. This time last year he was working on several IPOs when the COVID-19 pandemic closed down the capital markets. “We literally went ‘pencils down,'” he says.
Capital markets had only taken a breather. The IPO market came roaring back in the second half of 2020 to post a record 407 IPOs, led by special purpose acquisition companies (SPACs). It’s been 20 years since the IPO markets were this robust and the 2021 IPO pipeline looks to be similarly active.
What happened? “There was a lot of capital sitting on the sidelines, and with low interest rates, investors wanted to place capital in the equities markets,” he says. “If you were an issuer, public market valuations looked attractive.”
In 2020, SPACs—also known as blank check companies—proved they have staying power as an alternative to an IPO. A SPAC’s business purpose is to acquire or merge with a suitable operating company. Some very visible, successful asset managers took SPACs public in 2020, which boosted demand for SPAC offerings. A SPAC merger is an attractive alternative to the uncertain and volatile IPO market.
When Scott and his clients resumed their IPO planning, it was under very different circumstances. “The pandemic taught us just how much we could do virtually,” he said.
Transaction tips for SEC Pro Group members
1. Invest in planning at the front-end.
Planning is critical to a successful IPO and operating as a successful public company, Scott says. Planning, executing and managing an IPO is a complicated project, and companies that invest in thoughtful planning are always better positioned to respond to the unexpected—and inevitable—glitch. Preparation increases your team’s efficiency and helps to contain costs.
Planning starts with an IPO readiness assessment. Your law firm, investment banker, or accounting firm may have templates or roadmaps to help you organize the team that develops or obtains all the information needed for the Form S-1 Registration Statement filing.
Think in terms of roles and people to fill them, processes and people to manage them, and the tools you need to keep things running smoothly. Cloud-based reporting platforms will keep your team collaborating and your documents connected in real time, as well as set you up for SEC reporting once you are a public company.
2. Assess and address your corporate governance structure.
Corporate governance is generally considered the responsibility of the board. The exchanges—New York Stock Exchange and Nasdaq—have rules and guidelines about director independence, board committees, requirements that certain matters must be submitted to shareholder vote, the regulation of dual class stock structures, and special voting rights.
3. Get your accounting and finance house in order.
You will need to understand your financial reporting and disclosure obligations and assess if your current systems are adequate to fulfill them. After accounting systems are financial reporting controls, and internal audit and other processes that keep you in compliance with the SEC.
Emerging growth companies (created by the JOBS Act) are exempt from certain regulations, including an annual auditor attestation on internal controls.
4. Pro-actively write your story.
Put some creative thought into developing your story in the IPO prospectus and in your roadshow presentation. This becomes your marketing and messaging platform and it lives on after the IPO, at least for a while. Craft a compelling and credible story about your market opportunity, competitive differences, your strategy, and execution ability. After the IPO, your story starts to evolve and it’s up to you to maintain an ongoing narrative.
The benefits of sponsorship
Scott also is Stinson’s liaison to the SEC Pro Group chapter in Kansas City. “The SEC Pro Group is unique in that it’s focused specifically on SEC financial reporting,” he says. “To be exposed to the group is a great benefit to me. Members of the SEC Pro Group offer a unique perspective as they are the ones in the trenches, preparing their companies' SEC disclosures. The meetings and table conversations inform me in my practice, and I can use this enhanced knowledge as I advise all my clients.”
Kansas City: Home of World Class BBQ and SEC Reporting
Despite the challenges of COVID-19, Barbara Smith and James Faught, Co-Advisory Chairs of the SEC Professionals Group Kansas City Chapter, are ready to host the Q-1 National Meeting. The meeting will address the hottest topic of the year: IPOs.
The panel includes Kansas City Chapter members from two companies, SelectQuote Financial Services and Crossfirst Bank, that recently completed their IPOs. They will share an insider’s view of preparing for an IPO, what happens in the heat of the transaction, and what happens after listing and trading.
“An IPO is tough and stressful, but you learn and grow so much from being involved in these types of transactions,” says James. “There will be something for everyone to learn from this panel.”
Kansas City is one of the earliest local SEC Pro Group chapters. Barbara clearly remembers her first SEC Professionals Group meeting. It was 2012 and she was knee-deep in a filing for a complicated debt offering.
“I was looking for some peer support from other SEC filers who shared the same challenges I was experiencing,” Barbara recalls. In search of a resource, she attended an SEC Professionals Group national webcast and remembers how much that meeting resonated with her needs.
The SEC Professionals Group national leadership team was enthusiastic when Barbara offered to initiate a Kansas City chapter. They helped her find local sponsor Aston Carter, a staffing firm, who in turn helped Barbara recruit members to the new chapter. Barbara recalls hosting the first chapter meeting in her office for a handful of new members.
The Kansas City chapter grew over the next few years, and by 2017 it was large enough for two Advisory Chairs. Barbara had her eye on James Faught, who was an ardent supporter of the SEC Pro Group and an active participant in local chapter meetings.
James joined the SEC Pro Group for the chance to network and share best practices with other SEC filers in his community. He especially welcomed the thought leadership and learning opportunities the SEC Pro Group offered during the years leading up to important changes in accounting standards for revenue recognition and lease accounting.
Without hesitation, James accepted Barbara’s invitation to join her as a Co-Advisory Chair of the chapter. “In a member-led organization, you can’t just sit by and let others do the work,” he says.
James says that as a chapter leader, he feels a responsibility to add value to the quarterly meetings by recruiting a local guest speaker. “If we want people to drive across town, we have to give them more,” he says. “Key members of our chapter attend every meeting and they find tremendous value in the national webcast and the guest speakers.”
Sponsors also play a critical role in the success of local chapters. James recruited a second sponsor, law firm Stinson LLP, to host chapter meetings at a second location in Kansas City. Stinson will also join the panel for the Q1 national meeting on IPOs. When in-person meetings resume, Stinson will host chapter meetings and continue to work with James and Barbara on member engagement.
How Accounting Was the Springboard for Their Career Success
People become accountants for many reasons. For Barbara Smith, Assistant Corporate Controller at Seaboard Corp, it was a process of elimination to study accounting. She started her freshman year declaring her major in management and even considered international business, but her roommate and another good friend on her dorm floor were both accounting majors with very persuasive skills, so she said let’s try that.
“Accounting is a great base for a business career,” says Barbara, pointing to her own career progression. She started out in public accounting and then found an accountant position at a private company where she would help them issue public debt through an S-4, as well as being responsible for SEC filings and investor relations. Today, she works for an equity company, where she is an SEC filer and Assistant Controller.
“The opportunities are there if you continue to evolve,” she says.
James Faught discovered accounting in college. During his early days as a student, he followed his love for history and literature. It was working to pay for college that helped steer James toward an accounting degree and a more certain career path.
“I took my first accounting course and knew it was for me—it just all clicked,” he says. James was confident that through accounting he could achieve career stability and success.
What James didn’t expect in his student days were the opportunities and diversity he would experience in his accounting career. As the Chief Accounting Officer at Yellow, James oversees technical accounting and financial reporting. He is co-chair of the company’s stock committee and sits on the benefits administration committee that has fiduciary oversight of three retiree pension funds.
He regularly meets and interacts with the Yellow board of directors to share his insights and to participate in making decisions that will improve and strengthen the company.
“Our real job as corporate accountants is to create value for our companies,” he says. “The insights we gain by participating with the SEC Pro Group helps us accomplish this.”
Chief Accounting Officer
Yellow Corporation (Nasdaq: YELL)
North American transportation and logistics
Seaboard Corporation (NYSE American: SEB)
Assistant Corporate Controller
Global agribusiness and transportation
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