IPOs: How they work and what they mean for your portfolio

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Information about IPOs: How they work and what they mean for your portfolio

Published on September 24, 2014

Author: ourcrowd

Source: slideshare.net


In light of the recent ReWalk IPO, we’ll be hosting a webinar about IPOs: how they work and what they mean for your portfolio. Join OurCrowd partner Elan Zivotofsky to learn more about the IPO process and how early stage investors profit from this type of exit.

IPOs: How they work and what they mean for your portfolio An OurCrowd Investor Education Webinar

Some background Elan Zivotofsky General Partner Head of Investment Team ! 17 years experience investing in Israeli companies ! MD Prelude Israel Fund ! SVP, Head of Tech Banking at Lehman Brothers ! Israeli technology analyst at Goldman Sachs ! Morgan Stanley technology analyst

How IPOs work Public vs Private Effects on early investors Process

Public vs Private Going Public ! Portion of your company traded on public exchange ! IPO: first time shares are offered publicly ! Positives: » Liquidity » Credibility “We’re going public for our employees and our investors… we’d work hard to make [their equity] worth a lot and make it liquid, and this IPO is fulfilling our commitment.” – Mark Zuckerberg “Look at Benioff and Bezos, they stole the microphone and controlled the industry. Neither said ‘I don’t want to be public, someone might look at my numbers’” – Doug Leone, Sequoia

Public vs Private Going Public ! More positives: » Big capital base (avg US startup raised $160M prior to IPO, then $470M at IPO) » Involve new class of investors » New acquisition possibilities ! Drawbacks: » Scrutiny of leadership » Disclosures to SEC » Earnings statements & a new approach to investor relations “[public] companies understand they’re owned by shareholders… CEOs must listen” – Peter Weinberg “Companies should be rock solid, both financially and technically, before going public” – Marc Andreessen

Private vs Public Acquired by founder for $25B ~$35B revenue ~$140B revenue Acquired by BRK.A for $23B Staying (or going) Private ! Completely owned by founders and/or investors ! Fewer disclosure requirements ! Private doesn’t necessarily mean small ! Reasons for staying private: » Control (Michael Dell example) » Reduced scrutiny and disclosure requirements » IPOs are very expensive

What does IPO mean for earlier investors? Investment Liquidity Valuation boost Potential dilution Management Equal information Many private investors exit Board/investor hand-off

The IPO Process: An Overview

The IPO Process: An Overview Corporate decision is made A privately owned company decides to seek outside investors in order to raise money Regulatory notification The company submits a detailed disclosure document explaining its business, financial results, strategies and risk factors to the SEC

The IPO Process: An Overview I-Bankers & Roadshows An investment bank steps in at this point, evaluating the company and offering to underwrite shares. They then run a roadshow to generate investor interest A price is set Before the IPO, the investment bank sets a price based on investor interest.

The IPO Process: An Overview Opening price is set Public trading begins

The ReWalk Example Timeline of a successful venture investment ReWalk’s decision to go public ReWalk’s IPO in context

ReWalk’s Story: Start to End February 2013: Internal Round Opened ReWalk opens a round of financing available only to existing investors. May 2013: OurCrowd wins access After pursuing the deal, OurCrowd is the only new investor to join the VCs in this closed round. OurCrowd members get the opportunity to invest on the same terms as OurCrowd and the VCs leading the round. June 2013: OurCrowd members invest - 57 individual OurCrowd members participate - 9 different countries represented - $23,150 average investment - $1.3M total raised

September 2013: Yaskawa invests Japanese robotics giant Yaskawa makes a $10M strategic investment in ReWalk at a 20% premium to the valuation at which OurCrowd investors came in. The investment effectively increases Argo’s market value from $23M pre money to $52M. June 2014: FDA Approval; Follow-on Round ReWalk is granted FDA clearance for its at-home-use product, making it the first and only exoskeleton to be cleared for sale in this important market. OurCrowd participates in a Series E round, with members investing $2.59M in ReWalk.

July 2014: ReWalk files for IPO ReWalk files for an initial public offering on NASDAQ. Investment banks Jefferies and Barclays to be book runners. September 2014: RWLK lists ReWalk lists publicly on NASDAQ under the ticker RWLK. Offering 3.45M shares at a price of $12, the company raised a total of $41M. The future March 2015: Liquidity for early investors ReWalk’s 180 day lockup period is scheduled to end in March 2015, at which point original investors are able to sell their stakes in the company in the public markets.

ReWalk’s Story: What it means for OurCrowd members ! OurCrowd total investment into ReWalk: $3.39M » D Shares: 11988 shares » E Shares (including warrants): ~15250 shares ! Convert to ordinary shares – 18 to 1 split at IPO ! Resulting OurCrowd ownership of ReWalk (RWLK) » After IPO – 617,664 shares (5.4% ownership)

Next steps for OurCrowd & VCs ! We’ll distribute shares after the lockup, deducting carried interest in the form of shares ! Now we’ll know nothing more than any other investors, including yourselves ! All VCs step back at this point, except those holding a board seat ! What to expect: News will impact price of stock in real time. Direct correlation of business performance to stock price ! What to expect: Regular company reporting directly to the public

ReWalk in context ReWalk’s decision to go public ! Which exchange? ! Why now? ! What’s next?

ReWalk in context M&A vs IPO in Israel ! Israeli companies are well known for being acquired early and frequently ! Hundreds of multinationals are established in Israel and are building R&D centers around acquisitions ! IPOs normally single digit contributions to Israel’s 70, 80, 90, or 100 annual exits Some of the acquirers from ‘05-’10

ReWalk in context New breed of Israeli companies forming ! M&A size is increasing ! Israeli serial entrepreneurs able to attract later stage financing from big international sources more easily “Recently, we are seeing Israeli companies grow, and become world leaders in their areas. We are seeing companies with revenues of over $100 million. We did not see these in the past. They were being sold much earlier, often pre-revenue.” Rubi Suliman PwC High-Tech Partner 32# 35# 51# 81# 111# 83# 120# 100# 80# 60# 40# 20# 0# 2008# 2009# 2010# 2011# 2012# 2013# Millions of $ Rising average M&A prices ($M)

Listings on NYSE + NASDAQ ReWalk in context USA:% 7600% Canada% 220% Israel:%134% China:% 192% Switzerland,#14# UK,#11# Germany,#10# India,#14# France,#8# New breed of Israeli companies forming ! IPOs are increasing » Borderfree » Outbrain » Matomy » Mobileye “2013’s four Israeli NASDAQ IPOs have had on average an 85 percent increase since offering. So the Israeli companies do well on NASDAQ” - Meyer Frucher, Chair of NASDAQ

IPOs: How they work and what they mean for your portfolio An OurCrowd Investor Education Webinar

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