The IPO Buzz: An IPO Game of Wait and See

The eyes and ears of Wall Street will be focused on the U.S. Securities and Exchange Commission’s website Monday morning, Dec. 7, to see if 2015’s IPO window closes this week or next.

At present, the calendar has only one deal on tap for December. It is Atlassian (TEAM – proposed), the Australian software company, which plans to price its IPO of 20 million shares at $16.50 to $18.50 each on Wednesday evening, Dec. 9, to trade Thursday morning, Dec. 10, on the NASDAQ Global Select Market. Needless to say, it is “the pick of the week,” according to IPO professionals.

If nothing is filed with the SEC on Monday morning, then this December could wind up with just a solo act in the IPO market.

JOBS Act, Fast Track

The importance of the Monday morning SEC filings in the post-JOBS Act era can’t be emphasized enough. JOBS stands for Jumpstart Our Business Startups. The JOBS Act of 2012 was a game changer. It changed forever the way that companies go public.

Under the JOBS Act, companies can now confidentially file plans to go public without filing the formal paperwork, or the S-1, in Wall Street jargon. If things go as planned, then the company files the S-1 and the SEC posts it on its website.

As a result, the JOBS Act shrank the IPO market’s traditional cycle from a long wait in the pipeline to a three-week affair – last week, this week and the next.

To get an IPO out the door in today’s market, here’s how it generally works. On Monday morning, after previously filing its S-1, a company files an amendment, known as its S-1/A (more Wall Street jargon). In the S-1/A, the company posts its expected IPO pricing terms, such as the number of shares and a price range. Once done, the deal normally jumps onto the calendar to be priced on Wednesday or Thursday evenings the following week. The time between the S-1/A posting and its pricing date is used for the roadshow.

There you have it.

December IPO Snapshots

Back to the present and this week’s calendar: The eyes and ears of Wall Street will be focused on the U.S. Securities and Exchange Commission’s website Monday morning, Dec. 7, to see if 2015’s IPO window closes this week or next.

If every picture tells a story, then it’s worthwhile to take another look at some snapshots of December IPO traffic.

The following chart was published last week, but it is worth repeating. It gave December’s IPO traffic over the last five years, according to the SEC filings.

2014:

First IPO priced in December: Dec. 2

Last IPO priced in December: Dec. 18

Total IPOs priced in December 2014: 16

2013:

First IPO priced in December: Dec. 2

Last IPO priced in December: Dec. 17

Total IPOs priced in December 2013: 13

2012:

First IPO priced in December: Dec. 4

Last IPO priced in December: Dec. 18

Total IPOs priced in December 2012: 8

2011:

First IPO priced in December: Dec. 1

Last IPO priced in December: Dec. 16

Total IPOs priced in December 2011: 11

2010:

First IPO priced in December: Dec. 1

Last IPO priced in December: Dec. 21

Total IPOs priced in December 2010: 21

From 2000 through 2014, December’s IPO traffic totaled 240 deals. That 15-year spell averaged 16 IPOs per December. The mean was 13 IPOs. December 2006 was the busiest, with 36 IPOs. December 2008 was the slowest – with zero.

From 1970 through 2014, the numbers were better. December’s IPO traffic totaled 1,224 deals. That 45-year time span averaged 27.2 IPOs per December. The mean was 22 IPOs. December 1993 was the busiest, with 93 IPOs. December 1973, 1974 and 1975 were the slowest – each coming up with a goose egg – or you, guessed it, a big fat zero.

If there are any S-1/A filings Monday morning, they would normally go on the calendar for a pricing date of Dec. 16 or Dec. 17. Those dates, of course, will come and go before Santa fires up his sleigh.

Stay tuned.

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