Monetization

The Securities and Exchange Commission’s rules with respect to registration statements are documented within Regulation S-X and have been traversed many times by securities counsel, auditors and investment bankers, yet every single transaction presents nuances that are unique and require interpretation. Opportune professionals have led hundreds of these transactions, both in industry and as consultants to our clients, and our decision to not perform audits allows us to provide objective, independent and responsive advice, without fear of conflict.

IPO Preparation and Coordination

Opportune is typically engaged at the same time a company chooses its lead underwriter and securities counsel. We assist management in understanding the registration statement reporting requirements and all available choices in complying with those requirements. Opportune is nimble in its ability to supplement the client’s existing resources or bring in an entire team to lead an IPO. Example registration statement–related services include, but are not limited to:

  • Forecast cash flow and earnings models to assist in determining monetization strategies
  • Apply S-X 3-05 to identify significant acquisitions and filing requirements
  • Draft predecessor financial statement, footnote and MD&A sections
  • Prepare carve-out financials and footnotes
  • Prepare pro forma financials and footnotes
  • Draft tax provisions

Management of Audit and SEC Process
Opportune works with our clients, their auditor and the SEC to identify and request unique alternatives that may permit omissions, or alternative disclosures, to explicitly stated S-X requirements. Opportune is routinely asked to:

  • Draft SEC pre-clearance letters
  • Draft and manage responses to SEC comment letters
  • Assist management to build and work within a reporting calendar in order to meet IPO and subsequent deadlines
  • Coordinate registrant and Rule 3-05 audits

Turnkey Project Management Post-IPO
The focus on independence and fair value continues to intensify. As a result, registrants often turn to Opportune to perform non-audit services on a turnkey basis, which means we complete the task, discuss the results, and provide the supporting documentation necessary to meet the needs of management, external auditors or the board of directors.

Outsourced Internal Audit:

  • Identify and remediate accounting and business process issues critical to successful reporting
  • Sarbanes-Oxley 302/404 compliance process and controls documentation, testing and remediation
  • Coordination of external audit testing
  • Internal audit procedures
  • Reporting to the Audit Committee
  • Dodd-Frank compliance

Tax Advisory Services:

  • Structuring and managing the tax function
  • Integrating taxes into financial closing
  • Establishing controls over the tax process

Valuation:

  • Share-based compensation awards
  • Warrants and convertible securities
  • Purchase price allocations
  • Goodwill and impairment testing
  • Stand-alone and embedded derivatives
  • Impairment calculations
  • Lattice models and Monte Carlo simulations

Opportune LLP is not a CPA firm.