Going Public
McLaurin Hill Files
Class of 1996
Jenkens & Gilchrist
Chicago
September 2001
About Jenkens & Gilchrist
 More than 600 attorneys
 Offices in eight major cities: Austin, Chicago, Dallas, Houston,
Los Angeles, New York, San Antonio and Washington D.C.
 Unique expertise in a variety of industry and market segments
 Attorneys are recruited from the top law schools in the nation
and are recognized as authorities in their disciplines. Many of
our lawyers have served as briefing attorneys for the judiciary
of the United States Supreme Court, the United States Court of
Appeals, the United States district courts, and state supreme
courts.
 Clients range from entrepreneurial companies to Fortune 500
corporations and are found in a variety of industries.
Step 1: Making the Decision
• They’re beating down
your door
• You’re looking for
funds
Step 2: Assembling the Team
•
•
•
•
•
•
Issuer’s Counsel
Managing Underwriters
Underwriters’ Counsel
Accountants
Financial Printer
Transfer Agent
Step 3: Drafting the Documents
• Registration Statement and Prospectus
– Due Diligence
• Underwriting Agreement
• Selected Dealers Agreement
• Agreement among Underwriters
Step 4: Filing with the SEC
• Role of Financial Printer
• EDGAR
• Exhibits
Step 5: SEC Review
• Examiner
• Accounting Examiner
• Comment Letter
Step 6: NASD
•
•
•
•
Role of Underwriters’ Counsel
Underwriters’ Compensation
NASD Manual
Directed Securities
Step 7: Listing the Securities
• Exchanges
• Nasdaq
• Requirements and Regulations
Step 8: Selling the Deal
• Preliminary Prospectus
• Road Show
Step 9: Going Effective/Closing
•
•
•
•
Role of SEC
When do we get our money? T+1 or T+3
Role of Issuer’s Counsel
Filing the Final Prospectus
Alternative Transaction
•
•
•
•
Purpose: Not Capital Raising
Public Shell
Merger or Exchange Offer
Disadvantages