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Preface Congratulations on making it to this important step in your company’s history. When a company decides to go public, it takes a giant leap toward growing its enterprise. Yet the process can be complex to navigate. As you embark on your IPO journey, we hope you will find a valuable resource in this NYSE IPO Guide, updated for 2013. We are grateful to our partners on the project, including our publisher and expert contributors. Our collective goal is to help guide you through the process and contribute to a positive and successful IPO experience. As the world’s leading cash equities trading platform, the NYSE is the proud home to thousands of successful companies of all sizes, industries and geographies. For more than 200 years, our markets, people and technology have helped companies unlock their potential. Since our founding in 1792, we have maintained a commitment to transparent, orderly financial markets—a promise that continues today. The NYSE’s market model offers cutting-edge technology enhanced by human judgment and accountability, access to the deepest pools of liquidity, unmatched brand visibility, as well as advocacy support on public-policy and regulatory issues affecting public companies, investors and all market participants. Launching an IPO on the New York Stock Exchange or NYSE MKT, the leading U.S. market for small- and midcap companies, carries a range of advantages, including access to capital, improved branding, and increased liquidity. Our listed companies benefit from market intelligence, investor outreach, education, and advocacy. From listing day and beyond, our people— and products—will partner with you to help your company shine. And our events, networking and unparalleled information sources help you connect with peers and other business leaders to gain new insights and perspectives. Given this, it is not surprising that we continue to rank no. 1 in terms of global IPO capital raising. We’re also proud of our leadership in technology IPOs as well as among small, growth-stage, venture-backed companies that choose our dedication to client service and extensive network of professionals to lead them through their IPO experience. As mentioned in a recent Forbes article, 16 of the top 20 technology IPOs in 2012 chose to list with the NYSE. By accessing the U.S. capital markets via an IPO, you stimulate innovation, entrepreneurship and, ultimately, job creation. You create new and exciting investment opportunities for individuals and institutions. You fuel not only the growth of your company, but the growth of the overall economy. We thank you for playing this important role in America’s economic prosperity. We look forward to helping you navigate your IPO journey and seeing you through this significant milestone. Duncan Niederauer Chief Executive Officer, NYSE 6 NYSE IPO Guide
Introduction: Advantages of a NYSE listing NYSE IPO Guide 7
Page 1 and 2: NEW YORK STOCK EXCHANGE IPO Guide,
Page 3 and 4: NYSE IPO Guide For an electronic ve
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Page 10 and 11: Introduction: Advantages of a NYSE
Page 12 and 13: Why go public? 1.1 Advantages of co
Page 15 and 16: 2 Preparing to go public NYSE IPO G
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Page 33 and 34: 3 The IPO process NYSE IPO Guide 31
Page 35 and 36: The IPO process Underwriter interna
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Page 39 and 40: The IPO process Three elements are
Page 41 and 42: The IPO process • document review
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IR and communications that employee
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IR and communications serve as a fu
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IR and communications • Detailed
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IR and communications to make infor
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Obligations of a public company 6.1
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Obligations of a public company For
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Obligations of a public company inc
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Obligations of a public company be
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Obligations of a public company it
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A public company and its shareholde
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8 Managing risk NYSE IPO Guide 83
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Managing risk certain actions. Gove
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Managing risk plan violations, rela
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Managing risk Indemnification is no
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Managing risk individuals—usually
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Managing risk Constructing a D&O li
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Managing risk compliance programs w
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9 Foreign private issuers NYSE IPO
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Foreign private issuers individual
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Foreign private issuers Level III A
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Foreign private issuers the underwr
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Foreign private issuers Other speci
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Foreign private issuers a controlli
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Appendices NYSE IPO Guide 109
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Appendices Appendix I continued Add
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Appendices Appendix II continued Cr
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Appendices Appendix IV: NYSE financ
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Appendices Appendix VI: Summary of
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Contributor profiles NYSE IPO Guide
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Contributor profiles (SEC) register
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Contributor profiles The Children
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Contributor profiles KPMG 345 Park
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Contributor profiles Morrow & Co.,
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