IPO Execution Timeline

Report
Zayo IPO
Overview


Established team
Identified overall timeline – continue to track to overall timeline
9/18 BOD
mtg
5/8 BOD
mtg
2/5 BOD
mtg
EXECUTION PHASE
EXPLORATORY PHASE
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Quiet Period
underwriter
selection
organizational
meeting

Initial S1 filed
pricing
fy 14 audit
/ S-1 final
Built out detailed project plan
•
Executed on exploratory phase projects
2 | Proprietary and Confidential
2
Exploratory Project Status Summary
Task
Status
Comments
IPO entity
Complete
ZGH to be listed entity post spinning off OVS
Onvoy Spin
In Progress
High level confidence in tax free spin by 6/15 – trying to accelerate
timeline. KPMG engaged to provide opinion on spin (expensive &
time consuming)
REIT Feasibility
Complete
Engaged Skadden to assist in preparing for a pre-conference IRS
hearing on wholeco / TRS REIT issue. After a few weeks of work
and analysis, determined that pursuing REIT on lit services is not
feasible. IPO entity will be C Corp
Audits
In Progress
KPMG working on FY 12, 13 (and will start 14) audit at ZGH level.
GT working on FY 11 ZGH audit. Requested waiver from SEC on
requirement to file FY 11 ZGH audit in prelim S-1 since it would
not be in final S-1 (request denied)
Waterfall Collapse /
Legal Re-org
In Progress
Drafted MOU on structure and required amendments. Reviewed
internally and with Company Counsel. Draft to be circulated to
Board / Investors
Debt Plan
Complete
Strawman plan to use IPO primary proceeds to claw usecured
notes and refinance with TLB or new unsecured notes – will also
assess ability to tender for more than the claw amount
3 | Proprietary and Confidential
3
Exploratory Project Status Summary Cont.
Task
Status
Comments
Independent Director
Complete
Added Linda Rottenberg to board effective 5/9
Transition Board
Complete
Agreed upon transition BOD composition and actions effective 5/9
– need to evaluate Phil and Mike for committee independence
prior to finalizing committee roles
Compensation
Consultant
Complete
Engaged Frederic Cook
Post IPO Comp Plans
In Progress
Drafted and partially modeled new compensation plans including
employee comp philosophy, methodology and plan mechanics.
Also drafted director plans in conjunction with making offer to new
independent director
Printer Selection
Complete
Selected RR Donnelly (Bowne) – working on populating VDR for
underwriter due diligence
Underwriter Selection
Complete
Exhaustive process to determine underwriting syndicate and
economics – MS and Barcap as lead active bookrunners 4.5%
base gross spread with 125bps success fee with large amount tied
to new Zayo business from underwriters
Exchange Selection
In Progress
Will tie to Zayo business
4 | Proprietary and Confidential
4
Exploratory Project Status Summary Cont.
Task
Status
Comments
Investor Outreach
Complete
Completed final NDRS in NYC, Mid Atlantic, Boston and Denver
Roadshow
Presentation
Complete
Created new investor presentation and used in NDRS – will
modify / iterate up until actual roadshow
Investor Targets
In Progress
Creating comprehensive summary of target investors that have
met with Company over last ~ 3 years inclusive of who met,
where, investor disposition towards Company, etc
Organizational Meeting
In Progress
Held pre-org meeting with MS & Barcap. Org meeting for broader
group scheduled for 5/15 (all day) in Denver
IPO Sizing and Post
IPO Liquidity
In Progress
Good discussion among investor group on IPO size, participation
and post IPO lock-up secondary participation
Preliminary S-1
In Progress
Draft template complete – have begun working on business
sections, positioning, etc.
5 | Proprietary and Confidential
5
IPO Execution Timeline
Week of:
April
28th
May 5th
May 12th
May
19th
May 26th
•
•
•
Key Activity
Responsibilities
 Pre-organizational meeting with Active Lead Bookrunners
(April 30th)
 Begin due diligence
 Begin preparation of S-1
 Begin preparation of organizational meeting presentation materials
 Develop detailed drafting schedule to filing date
 Z, AB, CC, UC, A




Z, AB, CC, UC, A
Z, AB, CC, UC, A
Z, AB
Z, AB, CC, UC
 Distribute drafts of the following:
 Business section outline
 Lock-up letters
 Directors’, officers’ and 5% shareholders’ questionnaires
 Business section drafting session
 Distribute draft of Underwriting Agreement
 Review management’s organizational meeting presentation materials






AB
UC, CC
CC
Z, AB, CC, UC
UC
Z, AB




Distribute revised business section
Business section drafting session
Circulate draft comfort letter and opinions of counsel
Organizational meeting including due diligence with full syndicate
(May 15th)
 Set up customer and supplier diligence calls




Z, AB, CC, UC
Z, AB, CC, UC
CC, UC, A
All (Excl. Co-Mgrs)
 S-1 drafting session
 Host preliminary meeting with research analysts
 Start selection process for listing exchange and reserve ticker (timing
flexible)
 Identify / address necessary 3rd party data approvals
 Customer and supplier due diligence





 S-1 drafting session
 Customer and supplier due diligence (cont’d)
 Z, AB, CC, UC
 UW, UC, CC
Z = Zayo
CC = Company Counsel
RA = Research Analysts
6 | Proprietary and Confidential
•
•
•
S = Sponsor / Major Shareholders
AB = Active Bookrunners
UC = Underwriters’ Counsel
•
•
Key Dates
 May 15 – Organizational
Meeting
 Week of May 19th – Research
Analyst Meeting
 Z, AB
Z, AB, CC, UC
Z, RA
Z, CC
CC, UC
UW, UC, CC
UW = All Underwriters
A = Auditors
6
IPO Execution Timeline
Week of:
Key Activity
Responsibilities
Key Dates
June 2nd
 S-1 drafting session
 Underwriter financial due diligence, including projections
 Z, AB, CC, UC
 Z, UW, UC, CC
June 9th
 Accounting due diligence
 S-1 drafting session
 Receive signed lock-up letters from directors, officers and 5%
shareholders
 Obtain all necessary consents and approvals
 Agree in principal to form of underwriting agreement, opinions and
comfort letter
 Board meeting to approve submission of S-1 to the SEC
 Z, UW, CC, UC, A
 Z, AB, CC, UC
 Z, CC, UC
 Week of June 9th – AC and
BOD approve prelim S-1
 CC, UC
 CC, UC
 Week of June 16th – File
Prelim S-1
 Underwriters clear commitment committees
 Finalize S-1 at the printers
 Initial SEC filing: Submit S-1 to the SEC, including audited
FY 2011 – 2013 financials and FY Q1 – Q3 2014 reviewed financials
(June 16th)
 UW
 Z, AB, CC, UC, A
 Z, CC
June 16th
 Z
June 23rd –
July 7th
 Initial SEC review period (typically 30 days)
 Prepare roadshow presentation (until roadshow launch)
 Draft company projection model for research analysts
 Z, AB, CC, UC
 Z, AB
July 14th –
July 21st
 Receive first round comments from SEC
 Finalize materials for financial session with research analysts
 Z, CC
 Z, AB
July 28th –
Aug. 4th
 Submit Amendment #1 to SEC
 Research analyst financial diligence
 Target finalizing choice of exchange
 Z, CC
 Z, RA
 Z, CC
Aug. 11th –
Aug. 18th
 Receive second round comments from SEC
 Continue work with analysts to build models
 Continue work on roadshow presentation and commence dry runs
 Z, CC
 Z, RA
 Z, AB, CC, UC
•
•
•
Z = Zayo
CC = Company Counsel
RA = Research Analysts
7 | Proprietary and Confidential
•
•
•
S = Sponsor / Major Shareholders
AB = Active Bookrunners
UC = Underwriters’ Counsel
•
•
 Week of July 18th – File 1st
amendment to S-1
UW = All Underwriters
A = Auditors
7
IPO Execution Timeline
Week of:
Aug.
–
Sept. 1st
25th
Sept. 8th
Sept. 15th
Sept. 22nd
Sept. 29th
Oct.
•
•
•
6th
Key Activity
Responsibilities
 Submit Amendment #2 to SEC
 Analysts complete preliminary models
 Preliminary investor targeting / roadshow layout
 Z, CC
 Z, RA
 Z, AB








Receive third round comments from SEC
Complete FY 2014 audit
Financial and auditor diligence update on FY2014 financials
Preliminary valuation discussion
Underwriters clear committees with preliminary valuation
10-K filing (Sept. 10th) and update on Q1
Update analysts for FY 2014 financials and finalize models
File Amendment #3, including FY 2014 audited financials and
submit confidential cheap stock side letter
 Continue to work on roadshow presentation and conduct dry runs








 Receive and clear any outstanding comments from SEC
 Finalize roadshow presentation
 Finalize valuation and price range
 Z, CC
 Z, AB, CC, UC
 Z, S, AB
 Go / no go call
 File Amendment #4 (red herring) with price range; print preliminary
prospectus (Sept. 22nd)
 Management presentation to bookrunners’ sales forces and commence
~8 day U.S. roadshow
 Z, S, AB
 Z, CC




Bring down due diligence
Complete roadshow
Pricing (Oct. 2nd)
Execute underwriting agreement, accountants deliver comfort letter, legal
opinions delivered
 File and print final prospectus; issue press release




 Close and fund IPO (T+3) (Oct.
 All
Z = Zayo
CC = Company Counsel
RA = Research Analysts
8 | Proprietary and Confidential
•
•
•
8th)
S = Sponsor / Major Shareholders
AB = Active Bookrunners
UC = Underwriters’ Counsel
•
•
Z, CC
Z, A
Z, UW, CC, UC, A
Z, S, AB
Z, UW
Z, CC
Z, RA
Z, CC
 Z, AB, CC, UC
Key Dates
 Week of Aug 25th – File 2nd
Amendment to S-1
 Sep 12th – FY 2014 Audit
complete / File 3rd Amendment
to S-1
 Week of Sep 22nd – File red
herring
 Oct 2nd - Pricing
 Z, UW
All
Z, UW
Z, S, AB
Z, UW, CC, UC, A
 Z, CC
UW = All Underwriters
A = Auditors
8

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