CNBC.com: SEC approves new Silicon Valley stock exchange backed by Marc Andreessen, other tech heavyweights

KEY POINTS:

  • The U.S. government on Friday approves the formation of a new Silicon Valley stock exchange following a regulatory criticism late last year.
  • Backed by venture capitalist Marc Andreessen, the Long-Term Stock Exchange was born out of concern about the stock market’s focus on near-term profit.
  • “It sounds too good to be true for people out here … today’s announcement from the SEC is a huge step,” LTSE Holdings CEO Eric Ries tells CNBC.

The U.S. government on Friday approved the formation of a new Silicon Valley stock exchange following regulatory criticism late last year.

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Marc Andreessen, co-founder and general partner of Andreessen Horowitz
David Paul Morris | Bloomberg | Getty Images

Backed by top Valley figures such as venture capitalist Marc Andreessen, the Long-Term Stock Exchange was born out of concern from the nation’s tech elite who were frustrated about the public market’s focus on near-term profit. Its mission is to create a “market that reduces short-term pressures and encourages a steady cycle of innovation and investment in long-term value creation would benefit companies and their investors alike,” according to its website.

“We welcome the approval, which advances our vision of a new way of being public for a generation of companies that aspire to build their businesses and generate value for decades to come,” said Zoran Perkov, the top operations executive at the exchange.

The LTSE said in a release that it anticipates being ready to accept listings and start trading later this year after completing administrative and technical steps.

“Today’s announcement from the SEC is a huge step,” LTSE Holdings CEO Eric Ries told CNBC.

Ries, an author and venture capitalist who first floated the idea of the exchange in 2011, holds a significant stake in the exchange’s holding company and helped raise funds for the venture, according to government filings.

Prior filings indicated that a key aspect of the exchange could include scaled voting power the longer an investor holds a stake in a company. Firms listed on the exchange may also required to abide by certain rules, including a ban on tying executive pay to the company’s short-term financial performance.

“It sounds too good to be true for people out here,” said Ries about the exchange’s mission.

The exchange filed with the Securities and Exchange Commission on Nov. 9, though the company faced criticism by Commissioner Robert Jackson Jr., who said the structure of the exchange could grant founders and early investors in startups excessive power at the expense of other shareholders, according to a Wall Street Journal report.

Asked about Jackson’s concerns, Ries told CNBC that he believes the next wave of companies looking to go public “wants to share power broadly.”

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Workiva Supports Investar Bank in M&A Process

Investar Image

Growth is great for business. But in banking, it often means more work for the financial reporting team. That’s the challenge Candace LeBlanc, Director of Financial Reporting at Investar Bank, faced when the Baton Rouge-based financial institution announced plans to acquire a Texas bank.

The company’s SEC counsel assumed a traditional printer would handle the Form S-4 registration statement for the acquisition, but Candace had other ideas. She was using Workiva for SEC reporting and believed the solution could also be used to produce a Form S-4.

Candace was right. Not only does Workiva handle hundreds of SEC form types, their Capital Markets Client Services Team provides professional services and one-to-one support for companies needing help with capital market transactions.

“It was the perfect solution. We wanted our SEC counsel to have control over the report. Then we would be able to drop in tables and numerical data.”

–Candace LeBlanc, Director of Financial Reporting

The Workiva team helped Investar’s SEC counsel with every aspect of the report from the strategy and managing the data, to formatting and EDGARizing. “That’s huge because when dealing with a 200-page document, I don’t have time to scrutinize every single page after the fact,” Candace says.

The Workiva team was always standing by, even when the SEC counsel needed a change during the weekend. “Fifteen minutes later, the change was there,” says Candace. “It’s just been great from all aspects of service. They’re incredible.”

She adds that the bank’s SEC counsel from the law firm Fenimore, Kay, Harrison & Ford is a “big fan” of using the capital markets solution from Workiva.

“After our experience, I can’t express how refreshing it was. The full service their capital markets team provided, in combination with the technology, set a new standard for us. Workiva gave us an option to rethink how we can most efficiently run these types of complex deals.”

–Stephanie Kalahurka, Partner, Fenimore, Kay, Harrison & Ford

The decision to move to Workiva

The process was not always this easy. When Candace joined Investar, the newly public company used a traditional printer to produce SEC reports. During her first 10-Q for Investar, Candace was constantly scanning documents and comparing markups.

“It was just a very inefficient way of getting things done,” she says.

The printer recommended its own SEC reporting software to improve the process. However, after using it to produce several reports, Candace says, “It wasn’t the best technology available.” She had seen a Workiva demo and was impressed, but felt she could not justify the investment to management at the time.

Fast forward a year to Candace reviewing invoices from the printer: “When I discovered what we were paying for our annual report and proxy statement, I knew I had a case for switching to a better solution.”

Stephanie says there was some initial hesitation when Investar brought up the idea of leveraging Workiva and changing the standard workflow, but she felt comfortable starting down that path after talking through the process.

“Working with Workiva was a no-brainer,” Candace says.

Workiva quickly proved to be much more efficient at producing all the company’s SEC reports, including proxy statements. “I thought, ‘I wish we had switched sooner,’” says Candace.

Some of Candace’s favorite aspects of the Workiva platform are blackline reviews—which enable her group to easily compare what has changed from one version of a document to the next—and always having control over documents. She notes that even Investar’s external counsel likes working in the solution.

“Workiva has saved us many hours of work and many headaches,” she says.

Having worked with ineffective, inefficient reporting software and a “full-service” printer, Candace says she has found the right fit with Workiva.

“When it comes down to cost and efficiency,” she says, “Workiva is the only solution.”

See what Workiva can do for you. Go to workiva.com/request-demo

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Why i3 Verticals Chose Workiva for Their IPO Process

i3 verticals ipo image

Situation

The payment processing and software firm i3 Verticals wanted an efficient way to prepare their initial public offering documents, as well as their post-IPO quarterly and annual financial reports for the SEC.

Solution

After hearing head-to-head pitches from Workiva and a traditional printer, i3 Verticals chose the Workiva cloud solution for IPO and S-1 filing.

Results

  • Met a tight deadline to file the final prospectus in the hours before going public
  • Automatically updated 329 numbers affected by the final offering price within minutes
  • Celebrated the IPO instead of worrying about the numbers the night before trading began

Chief Financial Officer Clay Whitson was no stranger to taking companies public when he joined the payment processing and software company i3 Verticals.

Though he had prepared regulatory documents using a financial printer for initial public offerings at other firms, an article in The Wall Street Journal featuring Workiva prompted Clay to consider a new way. He shared the article with Controller Geoff Smith and Senior Vice President of Finance Scott Meriwether, who were already open to other options.

Geoff was familiar with Workiva during his time as an auditor, working with clients who were using the connected reporting platform. Scott was open to considering a collaborative, cloud solution if it could outperform traditional IPO processes.

“The old model is a relic, and if there was a better process that was proven in the market, I was open to switching.” 

Scott Meriweather, SVP of Finance

Geoff remembers early in his career when he was forced to print financial documents, mark changes by hand, and send copies to editors, only to find inadvertent mistakes when he got them back.

“The back-and-forth was absolutely painful,” Geoff said. “Even if you just had a minor punctuation change, it was a game of telephone to get that done, as opposed to being able to just do it yourself live in the document.”

That painful experience was top of mind when they began seeking a more efficient way to execute i3’s S-1 filing, as well as 10-Qs and 10-Ks going forward.

Going head to head

The i3 team invited Workiva and a traditional printer to pitch why they should be the one to handle the firm’s IPO.

Workiva ultimately won for a number of reasons:

  • The linking function, which enables teams to edit information at the source and automatically update it across all connected instances
  • Efficiencies and control gained from being able to make changes in-house, instead of relying on an outside party
  • Cost-effectiveness over the traditional printer, especially when including all services offered

Scott said the biggest hurdle may have been persuading outside counsel, who was unfamiliar with Workiva. However, the law firm quickly came on board after Workiva eased their concerns with training and responsive customer support.

The road to going public

The true test came during the IPO process.

The i3 team knew they would learn the final offering price late in the day before the first day of trading. They guessed they would have five or six hours to not only complete the final prospectus but also have counsel, underwriters’ counsel, and auditors review the documents. The company’s 424 filing was particularly complicated because the amount of equity different parties were slated to receive would change based on the final offering price, and that information had to be accurately represented in the included pro forma financial statements.

The team planned ahead by building their documents in the Workiva connected reporting platform. Hours before going public, i3 was able to update the final offering price in one spreadsheet cell and watch it automatically update 329 other numbers in the SEC filing that were dependent on that price, Geoff said.

Instead of spending hours to make the change manually, the updates happened in minutes.

“I don’t think you can do it without using a product like the Workiva platform,” Scott said. “We went public with an Up-C corporate structure, and I don’t know how you would do it in a traditional model and meet your deadline.”

In advance of the night of pricing, Geoff and Scott performed test runs with different share prices.

“The night of pricing, I think he and I were prepared for no sleep, running to the finish line together and hoping we make it,” Scott said. “At 6:00 p.m., 30 minutes after we priced, we were sitting in the conference room drinking a beer because we were done, and the document was over to the auditors, underwriters, and counsel for review. We were looking at each other and didn’t really know what to do because it wasn’t supposed to be this easy.”

Geoff said it would not have been possible to update the final document so quickly without using Workiva and having control over their own document in the final hours.

“You’ve got big fans of Workiva at i3,” Scott said.

Why the company chose Workiva:

  • Control over their documents
  • Ability to link and update numbers across hundreds of spreadsheet cells automatically instead of by hand
  • One-on-one training provided by Workiva to introduce outside counsel to the platform
  • Flexibility to integrate with their financial management platform

See what Workiva can do for you. Go to workiva.com/request-demo

Download case study here >>

Renaissance Capital: 2018 IPO Law Firm Leaderboard

From RenaissanceCapital.com:

In 2018, 188 IPOs raised $45.7 billion, 18% more deals than 2017. With every IPO requiring at least two legal firms, one for issuers and one for underwriters (and some hiring as many as five), there were 587 legal engagements with 140 law firms. Latham & Watkins and Cooley retained their #1 and #2 spots; the California-based law firms again benefitted from a year dominated by tech and biotech.

Law firm rankings

Known for its Capital Markets practice, New York heavyweight Davis Polk appeared at #3. It paid to have a global presence in 2018, particularly in China, and foreign issuers boosted New York-based Skadden and Cayman Islands-based Maples to #4 and #5, respectively. A continued wave of blank check companies propelled SPAC specialist Ellenoff Grossman to #6. The tech and biotech trend also helped Boston-based biotech expert Goodwin Procter (#7) and Silicon Valley tech advisor Wilson Sonsini (#8).

For a more detailed analysis, read the full, original article here.