In today’s market, sponsor-backed companies face unprecedented challenges and opportunities as they consider accessing public markets. At the ICR 2026 Conference on Monday, January 12th, Ropes & Gray partners Craig Marcus and Tristan VanDeventer and Sean Sullivan, Chief Legal Officer at TSG Consumer, spoke about “Accessing Capital as a Sponsor-Backed Company.” Their discussion covered the essential strategies for sponsor-backed companies seeking to optimize capital access, with a particular focus on public company readiness and the strategic use of time in the IPO process.
Key Messages for Sponsor-Backed Companies:
- Start public company readiness preparations early—focus on management, audit, and internal controls.
- Treat time as your ally; early preparation provides flexibility and optionality.
- Consider a dual track process to maximize value and competitive tension.
- Develop a compelling investor relations narrative and begin investor education well before a transaction.
- Plan ahead for sponsor sell-downs and governance transitions.
Public Company Readiness: A Holistic Transformation
Public company readiness is far more than a compliance checklist—it is a comprehensive transformation that demands operational discipline, cultural alignment, and forward-looking leadership. Companies must ensure their boards and management teams are unified around a robust, multi-year business plan and that key roles are filled by leaders equipped to meet the heightened demands of as a public company executive. Establishing rigorous internal controls, audit processes, and reporting systems early will help set an offering up for success and inspire confidence among investors, underwriters, and regulators.
Time: The Most Valuable Asset for IPO Success
Sponsor-backed companies should remember time is not a luxury, but a strategic asset. Initiating IPO readiness preparations at least six months before a potential transaction provides companies with the flexibility to navigate market volatility, address regulatory complexities, and seize fleeting opportunities. The critical work in the 12 to 18 months leading up to an IPO—assembling a high-caliber leadership team, upgrading audit protocols, and ensuring auditor independence—should be completed well in advance to maximize optionality.
Dual Track Processes: Maximizing Value and Optionality
Running parallel IPO and M&A processes—the dual track approach—can be a useful approach for sponsor-backed companies to maximize value. This strategy fosters competitive tension, and enables companies to pivot seamlessly based on market feedback and investor appetite. Success requires credible execution of both tracks, with management and advisors prepared to support either outcome at a moment’s notice.
Strategic Investor Relations: The Power of Storytelling
A compelling investor relations narrative is indispensable. Companies should develop a clear, consistent business and equity story, engaging with investors early and often to build credibility and set the stage for a successful transaction. Effective communication is especially critical during the transition from private to public markets, as it shapes investor perceptions and supports long-term value creation.
Sponsor-Specific Considerations: Planning for Sustainable Success
Sponsor-backed companies should proactively address controlled company dynamics, including sponsor sell-downs, governance transitions, and maintaining consistent messaging. Thoughtful planning for secondary offerings, board composition, and governance rights is essential to ensure a smooth transition and sustained market confidence.

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