On November 14, 2024, the Practising Law Institute’s 56th Annual Institute on Securities Regulation featured a panel discussion that provided valuable insights into the initial public offering (IPO) landscape for 2025.
The IPO Market
The outlook for IPOs in 2025 appears generally positive, with several key indicators suggesting a robust environment for equity issuance. IPO volumes have surged to nearly $30 billion this year to date, a significant increase from $18 billion last year, with 60 IPOs priced year to date, marking a 130% increase. Broader market indices are up around 25%, indicating a healthier market overall. Notably, the focus has shifted from the MAG-7 stocks to a broader cohort of companies benefiting from the market uptick. As companies prepare for their public debut, there is an expectation that they will do so when they are more scaled, leading to larger IPO sizes in terms of dollars raised. Looking ahead, the panel anticipates that IPO volumes could grow to $40 billion in 2025, with 80-85 new listings expected, driven by a more favorable macroeconomic backdrop and potential interest rate cuts. While these improvements are promising, we have not returned to the average IPO levels of the past 15 years. Many companies are optimizing operations in private markets, leading to increased private capital activity. This trend allows firms to stay private longer, which could impact the number of IPOs in 2025.
IPOs in Specific Industries
The panel highlighted trends across specific industries that are shaping the IPO landscape. In the technology sector, there has been a notable shift in focus to the “Rule of 40,” which combines revenue growth and profit margins. Previously, the emphasis was heavily on top-line growth, often prioritizing revenue increases of 60% or more, even at the expense of profitability. Now, investors are seeking a more balanced approach, favoring companies that demonstrate sustainable growth (around 30%) alongside a reasonable profit margin (at least 10%), with many aiming for breakeven or better. This evolution reflects a broader understanding of long-term value creation. In the artificial intelligence sector, enthusiasm remains high, with investors eager for companies that show strong potential in this transformative field. The life sciences sector is stabilizing, with IPO activity cautious as companies enter the public market at earlier stages, particularly those with Phase 1 or 2 candidates. Conversely, the retail sector faces challenges, with fewer profitable companies going public due to economic headwinds, including inflation and decreased consumer spending.
Pre-IPO Liquidity Programs
The panel emphasized the critical importance of designing effective liquidity programs, particularly for companies with expiring restricted stock units (RSUs). Many companies are currently facing challenges with RSUs that have not vested due to delayed IPOs, which can lead to financial loss and decreased employee morale. To address these issues, companies can consider waiving liquidity triggers to allow RSUs to vest, thereby facilitating options such as secondary sales and tender offers—both issuer and third-party.
SEC Comments
Proactive management of SEC comments is crucial for a successful IPO process. Recently, SEC comments have increasingly focused on accounting issues, particularly concerning revenue recognition, internal control issues and compliance with non-GAAP guidelines. Companies in specialized sectors, such as mining and natural resources, have faced heightened scrutiny regarding their financial disclosures and operational practices. Additionally, China-based issuers, cryptocurrency issuers and special purpose acquisition companies (SPACs) have encountered significant challenges, with the SEC issuing repeated comments that complicate the clearance process for their IPOs.
Conclusion
As we approach 2025, the evolving landscape presents both challenges and opportunities for companies considering going public. Emphasizing sustainable growth, strategic positioning and effective liquidity management will be crucial for navigating this dynamic market.
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