JOBS Act 2.0
IPO-Related Provisions of the FAST Act andImpact of the JOBS Act on the IPO MarketDecember 11, 2015

IPO-Related Provisions of the FAST Act• On December 4, 2015, the Fixing America’s Surface Transportation Act (or “FAST Act”)
was signed by President Obama and became law• The FAST Act includes three IPO-related provisions for EGCs that build on the Jumpstart
Our Business Startups Act (or “JOBS Act”) enacted on April 5, 2012 to enhance furtheraccess to the IPO market by EGCs– Reduction in required time period between public filing and roadshow– Grace period for loss of EGC status during IPO process– Ability to omit financial information for periods that will roll off prior to circulation ofpreliminary prospectus

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IPO-Related Provisions of the FAST Act
Reduction in Required Time Period Between Public Filing and Roadshow• Reduces from 21 to 15 the number of days prior to a roadshow that an EGC must publicly
file its registration statement• Effective December 4, 2015

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IPO-Related Provisions of the FAST Act
Grace Period for Loss of EGC Status During IPO Process• If a company was an EGC when it commenced SEC review process for its registration
statement (whether through confidential submission or public filing), but ceases to be an
EGC during the IPO process, it will still be treated as an EGC through the earlier of:– the date it consummates its IPO– one year after it has lost its EGC status• Grace period only expressly amends provision relating to confidential submission, but weare optimistic that the SEC will allow EGCs using the grace period to also continue to takeadvantage of special disclosure rules for EGCs
• Effective December 4, 2015

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IPO-Related Provisions of the FAST Act
Ability to Omit Financial Information That Will Roll Off Prior toCirculation of Preliminary Prospectus• An EGC that files a registration statement (or submits it for confidential review) on Form S-1 orForm F-1 may omit financial information for historical periods otherwise required if:(1) the omitted financial information relates to a historical period that the issuer reasonably believes will not
be required to be included in its registration statement at the time of the contemplated offering and(2) prior to the distribution of a preliminary prospectus to investors, the registration statement is amended toinclude all financial information required by Regulation S-X at the time of the amendment• On December 10, 2015 the Division of Corporation Finance of the SEC issued interpretive
guidance:– confirming that this provision permits an EGC to omit not only an earlier year of its own audited annual
financial statements from filings or submissions where the requirement to include such year will roll off
before the circulation of the preliminary prospectus, but also financial statements of other entities (suchas acquired businesses) if it reasonably believes that those financial statements will not be required at thetime of the offering– clarifying than an EGC may not omit financial statements for an interim period that will be included
within required financial statements for a longer interim or annual period at the time of the offering, eventhough the shorter period will not be presented separately at that time

• The staff of the SEC has announced that they will not object if EGCs apply this provisionimmediatelyConfidential

5Impact of JOBS Act on IPO Market
Key Takeaways of Impact of JOBS Act on IPOs
• Confidential SEC Staff Review– EGCs entitled to confidential review of the registration statement for their IPO– Takeaway: Nearly all EGCs submit confidentially• Reduced Executive Compensation Disclosure for EGCs
– Generally required to disclose compensation of three (rather than five) executive
officers– Not required to present Compensation Discussion & Analysis (CD&A)– Takeaway: Nearly all EGCs present executive compensation for fewer executive
officers and omit CD&A
• Reduced Financial Information Disclosure for EGCs
– Two years of audited financial statements (rather than three) required– Takeaway: Inclusion of two years of audited financials (rather than three) has
correlated with the size of the company and availability of three years of audited
financial statements
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6Impact of JOBS Act on IPO Market
Key Takeaways of Impact of JOBS Act on IPOs
• Testing the Waters– EGCs may make oral and written communications with certain institutional investors
before or after filing registration statement to gauge investor interest in contemplated
securities offering– Takeaway: Market practice around TTW continues to develop• Research– Reduced restrictions on research reports and the role of securities analysts– Takeaway: Underwhelming impact; IPO research practices have not changed
materially due to JOBS Act changes

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Joshua Ford Bonnie
Partnerjbonnie@stblaw.com+1-212-455-3986/+1-202-636-5804

Josh Bonnie is one of the preeminent IPO lawyers in the nation and regularly
counsels public companies on spin-offs and other significant strategictransactions, capital markets offerings, and general corporate and securities lawmatters. Josh has advised many companies on their initial public offerings,including Hilton Worldwide, The Carlyle Group, Blackstone, MasterCard andAccenture. Josh has extensive experience with complex IPOs, including those
employing UP-C and other multiple-tier umbrella partnership structures.
Josh has also advised on spin-offs and other significant strategic transactions,including:• Ares Management L.P. on its
2014 IPO• MasterCard on its first euro-denominated bond offering in2015, its inaugural bond offeringin 2014 and its 2006 IPO, thelargest U.S. IPO of the year

• Hilton Worldwide on its 2013 IPO,
the largest IPO in history by ahospitality company and second
largest U.S. IPO of the year

• Blackstone on its 2015 spin-off of its financial advisory businesses and its
2007 sale of $3 billion of non-voting common units to a sovereign wealthfund established by the People’s Republic of China• Brixmor Property Group on its• Ingersoll Rand on its 2013 spin-off of its commercial and residential security
businesses and 2009 reorganization incorporating its parent company inIreland• Quintiles on its 2013 IPO• The Carlyle Group on its 2012 IPO• The Carlyle Group on the 2010 and 2007 investments in that firm by
Mubadala Development Company, the Abu Dhabi–based strategic
development and investment company• Blackstone in its 2007 IPO, theJosh has been featured in The American Lawyer’s “Dealmakers of the Year,” isrecognized in Chambers Global: The World’s Leading Lawyers forBusiness, Chambers USA: America’s Leading Lawyers for Business and The
Legal 500 United States as one of the leading capital markets practitioners inthe United States, and is endorsed by PLC Which Lawyer? Chambers says
“Josh Bonnie is ‘excellent – very bright and very practical.’”2013 IPO, the third largest IPO in
history by a U.S. REIT

and on all of its subsequent capital
markets offerings
largest U.S. IPO of the year, andon all of its subsequent capital
markets offerings• Evercore on its 2006 IPO and on
all of its subsequent capital
markets offerings

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Joseph H. Kaufman
Partnerjkaufman@stblaw.com+1-212-455-2948

Joe Kaufman, a Partner in our Capital Markets Practice, has a richand varied practice assisting clients on their public and private
offerings of debt and equity securities, as well as on corporate
governance and other issues. In 2011, he advised HCA on its $4.35
billion IPO—the largest U.S. private equity–backed IPO ever at thattime. He has also advised KKR, Aramark, Del Monte Foods, Nielsen
and Dollar General.
The National Law Journal recently cited him as one of the top three“Most Influential Lawyers” in Finance and Capital Markets. A few
years ago, he wrote an article for The Deal on how The
Apprentice can teach valuable lessons on real-world negotiating.
In his spare time, Joe is an avid swimmer and annually swims
across Long Island Sound to raise money for cancer research,
prevention and treatment on behalf of Swim Across America.

• First Data in its $2.94 billion IPO• Aramark in its $834 million IPO• HCA in its $4.35 billion IPO, at thetime the largest private equity–
backed IPO ever in the U.S.
• Nielsen in its $1.89 billion IPO• Dollar General in its $776 millionIPO• Multiple high yield and secondary
equity offerings for thesecompanies and others• The Mosaic Company in $8.7
billion in secondary equity
offerings during 2011 relating toMosaic’s split-off from Cargill• KKR in its business combinations
with KKR Financial LLC and KKR
Private Equity Investors L.P.
• Wyeth in its sale to Pfizer and its
issuance of over $12 billion ofnotes and convertible debentures

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9Simpson Thacher Worldwide
Simpson Thacher & Bartlett LLP is one of the world’s leading international law
firms. With more than 900 lawyers operating out of 11 offices worldwide, the Firm
provides coordinated legal advice and transactional capability to clients around theglobe.

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Hong KongSão PauloConfidential10