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November 4, 1996
Road shows can test mettle of hardiest company execsChris Anton Paus Contributing WriterSay the phrase "road show" to anyone who has recently gone through an initial public offering and you'll get a one-word response -- grueling. For the company going public, it means executives on the road, giving six presentations a day, for two to three weeks, in dozens of cities. "It's grueling. There's no way to describe the physical and emotional drain two to three weeks on the road does to people," said Bill Collett, an investment banker from Kansas City. Mike Carter, director of investor relations in Europe for Transaction Systems Architects Inc., agrees a road show can take a lot of starch out of the toughest executive. "I think if you ran into an individual who told you they enjoy doing road shows, you should keep your distance from them," he said. Both men speak from experience. Collett has helped clients go through the IPO process and put together road shows. He has done three road shows this year. Carter recently took TSA, an Omaha-based computer software company, through a successful IPO. Hitting the roadRoad shows, however strenuous, are an important part of the process of going public. They are the vehicle for reaching the investment community with an initial offering. The road show occurs after the company files its intentions with the Securities and Exchange Commission and before the offering date. Terry Christenberry, a partner of Collet's in Christenberry Collett and Co., said "It's really the selling process. You file with the SEC and, following their review, you go out and make these presentations. At the end of that period, the underwriters will gather orders, price the transaction and it becomes effective." Sometimes, the road show results indicate there is not enough support for the IPO. Al Eidson, at Eidson & Partners, a Kansas City advertising agency, said a client of his withdrew its IPO following a road show. "They came away from that with the sense that there was not as much interest," Eidson said. A well-planned road show is essential to a successful public offering, said Jennifer Love of Barkley and Evergreen, a Kansas City advertising and public relations firm. TSA is one of her clients. She said the software company masterminded one of the most effective road shows she had ever seen. After a successful road show, TSA's initial offering traded at $15 a share. During its first year, it split and is now trading in the $40 range, she said. Investment bankers, marketing consultants and advertising agencies can help a company engineer a road show. Collett said the keys are:
Collett said when he helps engineer a road show, he uses charts and graphs to tell the story. "Typically, you want it to be a more visually appealing presentation as opposed to dry legalese," he said. The difficulty is in packaging the message, Love said. SEC rules and regulations limit how much a company can project about its earnings. Executives have to be careful to tell the company story and encourage investment without making promises. Other challenges are to keep the message brief and interesting. Each presentation will be from 20 to 30 minutes. And potential investors might hear 200 pitches or more for IPOs in a week before they sit down to write orders. "The challenge is to try to formulate a message in a way that is engaging," Love said. For this reason, she and Carter agree, it is important to involve the best communicators in the company early on in the process. Carter said his company made a difficult, and perhaps unpopular decision early on in the process, but it worked. "We told the investment bankers to stick to investment banking and we used communication professionals to tell the story," Carter said. "This took the support of the CEO." More than wordsCarter said TSA's road show didn't use many words or a lot of technical descriptions of the company's software product, which is used in the banking industry to automate transactions. "We started almost every pitch by holding up a credit card and ATM card," Carter said. "I figured these guys are bombarded by words. We tried to limit the number of slides we put in front of them." Carter, Collett and Love all agreed that the road show team needs to be prepared for questions. A typical presentation might include a 20-minute rehearsed presentation with another 15 to 20 minutes of questions from potential investors. The way the questions are answered may make or break the pitch. "The Q-and-A really seals the deal," Collett said. Love said the management team must practice, practice, practice to prepare for the road show. They must be polished and know their subject well but be flexible enough to answer off-the cuff questions from investors. "They (investors) are not necessarily interested in the company. You have to convince them they will make money. You need to sell the investment opportunity," she said. Getting logistical supportWhile TSA left the investment bankers out of developing the company's road show, Carter did praise the investment bankers for their work. They were invaluable in scheduling the investor meetings, smoothing over glitches and making sure the management team was in the right place at the right time, he said. "The investment bankers will put you in front of someone who will agree to it. Not every investor is right," he said. Some investors are more interested in earnings. Others more interested in new products and concepts. "We like earnings-oriented investors," Carter said. "If we had little revenues, we would look for someone who wanted a better mousetrap. The investment banker should help you target your audience." Even a targeted audience is a tough sell, he acknowledged. "You pull up outside in your car and there are already three cars lined up outside and when you come out three more are there," Carter said. "It is critical that you make your company stand out." A road show might include a breakfast meeting with a group of investors at 7:30 a.m., four or more one-on-one presentations, a lunch meeting with a group of investors, one-on-ones in the afternoon and a cocktail hour meeting with an investment group. That schedule will be repeated in as many as 15 cities in 10 days. The trip may include an east coast swing through New York City and Boston and then jet-hopping to Kansas City, Dallas, Denver and the west coast. In New York, a road show works its way up and down Park Avenue, Collett said. "Within four blocks of the Helmsley building, you have $20 billion to $30 billion invested every year in IPOs," he said. The road shows for large offerings may go to Europe. Carter has another piece of advice for a company planning a road show. Hire a private jet to keep pace with the schedule and be flexible. He said it's almost impossible to get road show meetings to synchronize with airline schedules. "It's a lot of wear and tear on executives. The price (of a chartered jet) is worth it. If you can take dashing between terminals out of it, it is well worth it," he said. Companies that go public are not always prepared for the way the IPO process drains the management team. Carter said IPOs and the road show can disrupt business because the management team has to focus so intently on the IPO process. For this reason, his company selected four executives to do the road show and kept the others in Omaha to manage the day-to-day company activities. "It was a very good decision," he said. |
| Week of November 4, 1996 | Focus: Going Public | Top of the page |