Foreign issuer IPOs have been increasing recently as foreign issuer activity continues to improve since a marked decline in 2011 and 2012. This decline resulted in part from market volatility in the aftermath of the financial crisis and the perception that the regulatory burdens of being a U.S. reporting company (including restrictions imposed by the Sarbanes-Oxley Act and the Dodd-Frank Act) were significantly higher than the regulatory burdens imposed by foreign jurisdictions and markets. One defining characteristic of this decline was the decrease in the number of Chinese issuers going public (only 3 Chinese issuers in 2012 compared to 17 Chinese issuers (out of 34 foreign issuers) in 2011 and 40 Chinese issuers (out of 60 foreign issuers) in 2010). However, the number of Chinese issuers has increased recently, with 12 of the 44 foreign issuer IPOs thus far in 2014 involving Chinese issuers. (Source: IPO Week in Review, August 25, 2014)
The recent rise in foreign issuer IPOs has also been brought about in part by the accommodations afforded foreign issuers under the Jumpstart Our Business Startup Act ("JOBS Act"), which took effect on April 5, 2012. For example, in 2013, there were a total of 222 IPOs with 37 of those involving foreign issuers (30 involving foreign issuers that qualified as EGCs), compared to 128 IPOs with 21 of those involving foreign issuers (12 involving foreign issuers that qualified as EGCs) in 2012. (Source: Renaissance Capital, US IPO Market, 2013 Annual Review)
12 foreign issuer IPOs have been completed thus far in the third quarter of 2014 and 44 foreign issuer IPOs have been completed thus far in 2014 (raising approximately $10.3 billion in aggregate proceeds), compared to 38 foreign issuer IPOs in 2013 (raising approximately $7.0 billion in aggregate proceeds) and 23 foreign issuer IPOs in 2012 (raising approximately $5.6 billion in aggregate proceeds). The geographic diversity of the recent foreign issuer IPOs has also been significant, with 16 countries serving as the jurisdiction of incorporation thus far in 2014, compared to 18 countries in 2013. Among those countries, the Cayman Islands is the most prominent (thus far in 2014, 15 Cayman companies have completed their IPOs). The next most prominent countries are China (with 12 issuers), Israel (with 7 issuers) and the UK (with 6 issuers). In addition, countries that do not typically contribute to the U.S. IPO market, such as Belgium, Chile and Switzerland, have contributed issuers thus far in 2014. Furthermore, nine foreign issuers are currently in the registration process (including issuers from Malaysia and Denmark, which have not contributed to the U.S IPO market since 1998), thus ensuring a robust pipeline of foreign issuer IPOs for the remainder of 2014. (Source: IPO Week in Review, August 25, 2014)
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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