British soccer team Manchester United, which went public on the New York Stock Exchange on Friday, said in its IPO filing that it may take advantage of the relaxed reporting and auditing requirements for so-called “emerging growth companies” in the JOBS Act.
The Jumpstart Our Business Startups Act was signed into law in April in an effort to help small business startups access the capital markets. Manchester United is one of the largest soccer teams in the world, with its roots dating back to 1878. In July, it ranked number one on Forbes’ annual list of the most valuable sports franchises, valued at $2.23 billion. One of its most prominent players was soccer superstar David Beckham.
The JOBS Act, however, provides exemptions to companies that have less than $1 billion in annual revenue, which can apply to even large organizations.
“As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an ‘emerging growth company’ as defined in the Jumpstart Our Business Startups Act of 2012 (the ‘JOBS Act’),” Manchester United noted in its IPO filing. “An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure; and an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.”
Manchester United indicated that it might decide to use those relaxed reporting requirements. “We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company,” it said in the filing for an initial public offering. “We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings and if we do, the information that we provide shareholders may be different than you might get from other public companies in which you hold equity.”
However, the company said it would opt out of another provision of the JOBS ACT that would have allowed it an extended period of time to comply with new or revised accounting standards. “The JOBS Act permits an ‘emerging growth company’ like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies,” said the company. “We are choosing to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.”
The company priced the IPO at $14 a share late Thursday before trading opened Friday. The shares were priced below their expected range of $16 to $20 a share, and the price remained flat through much of the day around the opening price of $14.05.
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