Effective today, any company can file for a “confidential” IPO, even if annual revenue is greater than $1 billion. This means that larger companies can now submit and revise financial filings, waiting until a few weeks before the offering to announce it to the public.
Since the JOBS Act was introduced in 2012, more than 100 eligible companies have taken advantage of this provision in order to avoid long periods of public scrutiny. Sometimes companies postpone the timing of their IPOs and a confidential filing makes it easier to do this without raising eyebrows.
Once these businesses have announced their S-1 filing, they go into a “quiet period” where they are not supposed to talk to the media because it could be perceived as promoting their stock. Limiting this period can make the process less painful.
When the filing is unveiled, the IPO happens swiftly. Companies are required to unveil their financials at least 15 days before the investor roadshow, and most are timing it exactly.
The point of the legislation is to help more companies go public. But some have argued that it can also relieve some of the pressure. There are many companies that are “on file” confidentially, but have not yet gone through with the IPO process.
The change in rules could make it easier for larger tech companies like Dropbox, Airbnb and Uber to eventually go public.