The All-Hands Drafting Session — What Actually Happens Before the S-1 Files

The all-hands drafting session — sometimes called the "printer session" or the "final drafting session" — is the period in the final weeks before S-1 filing when all the major parties gather to review, revise, and finalize the registration statement. It is one of the most intense operational periods in the IPO process, and one that first-time filers consistently describe as their most underestimated challenge.

Who Is in the Room

A typical all-hands drafting session involves:

• Company management: CFO and controller (essential); CEO for the business description and equity story sections; GC for governance and legal risk factor review
• Company IPO counsel: Lead partner and associates managing the document
• Underwriters' counsel: Reviewing on behalf of the underwriting syndicate
• Auditors: PCAOB auditor team reviewing financial statement consistency and preparing comfort letters
• Lead underwriter(s): ECM bankers reviewing the deal economics sections and coordinating with the auditors on comfort letter requests
• Financial printer team: Compositors, project managers, and EDGAR filing specialists
• Sometimes: Accounting advisory firm supporting the CFO on technical accounting questions that arise during legal review

The Traditional Printer Facility Model

At DFIN and Toppan Merrill facilities, all-hands sessions take place in purpose-built drafting suites — typically a large conference room with individual workstations for each party, a shared display wall for the live document, and 24/7 food service and printing capabilities. The printer's team manages the live document — when any party marks up a page, the compositor incorporates the change and distributes updated pages to everyone in the room.

The session typically runs continuously — people rotate through, sleep in shifts, and eat in the room. The financial printer's compositors work around the clock. It is not uncommon for the final S-1 to be filed between midnight and 4am after a multi-day session. The printer's billing clock runs continuously during this period, which is why all-hands sessions are a significant driver of financial printer cost on complex transactions.

The Workiva Cloud Model

Workiva's platform changes the all-hands session significantly. Because the entire S-1 lives in the Workiva cloud environment, every party edits the same document simultaneously from their own offices. The "printer session" becomes a distributed collaboration — company counsel in San Francisco, underwriters' counsel in New York, auditors in Chicago, all working in the same document at the same time.

The practical implications:

• Eliminates the cost and logistics of flying all parties to a single location for days at a time
• Real-time version control — everyone sees the same version, with edits tracked and attributed
• EDGAR submission is directly integrated — no separate EDGAR conversion step
• Still requires intensive coordination and long hours — the workload doesn't change, just the location
• Some parties still prefer in-person collaboration for complex negotiated sections (risk factors, use of proceeds, business description) — some Workiva clients hold hybrid sessions with a subset of parties in person

What Gets Done in the Final Session

The final drafting session is not typically where the S-1 is written — that work happens over the prior months. The session is for:

• Legal consistency review: Every factual statement in the document is compared against the supporting evidence in the VDR. Any statement that cannot be supported must be revised or removed.
• Financial statement tie-out: Every number in the narrative sections of the S-1 is cross-checked against the audited financial statements to ensure consistency. The auditors track every number.
• Auditor comfort letter preparation: The auditors are preparing comfort letters — formal letters confirming that the financial statements and certain other information in the S-1 are consistent with the company's books. The comfort letter process drives many last-minute sessions.
• Risk factor negotiation: Risk factors are heavily negotiated between the company (wanting concise, not alarming disclosures) and underwriters' counsel (wanting comprehensive coverage for 10b-5 due diligence purposes).
• Final legal opinions and officer certificates: Preparing the legal opinions and officer certificates required to accompany the S-1 filing.

The S-1 Document Lifecycle

Understanding the full lifecycle of an S-1 document — from the first draft to final effectiveness — helps management teams appreciate why the all-hands drafting process is structured the way it is:

• Drafting phase (weeks 1–12+): Multiple rounds of comments from management, IPO counsel, underwriter counsel, and auditors. The financial printer maintains a master version in their system; all parties work from the same document with tracked changes. Weekly all-hands calls align the team on open items.
• Confidential submission (EGC only): EGCs submit the S-1 draft confidentially to the SEC before any public filing. The SEC reviews and responds with comments; the company responds. This iteration happens without public visibility — allowing management to address SEC concerns before the filing becomes public.
• Initial public filing (S-1): The registration statement is publicly filed with the SEC via EDGAR. From this point, all subsequent filings are public.
• SEC review and comment letter: SEC staff review the S-1 and issue a written comment letter — typically within 30 days of the initial filing. Comment letters are public 20 business days after the SEC declares the registration effective.
• Amendment filings (S-1/A): Each response to SEC comments is filed as an S-1/A amendment. Multiple rounds of comments and amendments are typical — 2–4 rounds is common; complex deals may require more.
• Price range amendment: When the roadshow is imminent, a final S-1/A is filed with the preliminary price range included. This is the document used during the roadshow.
• Pricing amendment (424B4): After pricing night, the final prospectus with the actual offering price, number of shares, and underwriter information is filed as a Form 424B4. This must be filed before trading begins.

Responding to SEC Comment Letters

SEC comment letters are formal written inquiries from the Division of Corporation Finance staff. They require careful, coordinated responses:

• Comment letter receipt: Comment letters are sent to the company's designated contact (usually IPO counsel) via the SEC's EDGAR correspondence system. The company typically has 10 business days to respond, though extensions can be requested.
• Response structure: Each SEC comment is numbered; the response letter addresses each comment in order, either providing the requested information directly in the letter or confirming that the S-1/A has been revised to address the comment. The revised S-1/A is filed simultaneously with the response letter.
• Accounting vs. legal comments: Accounting-focused comments (revenue recognition, non-GAAP metrics, XBRL tagging) are primarily addressed by the accounting advisory team and auditors; legal comments (disclosure adequacy, risk factor specificity, governance) are primarily addressed by IPO counsel. The CFO and GC coordinate the overall response.
• Telephonic follow-up: For complex or unclear comments, IPO counsel can request a telephonic discussion with the SEC staff — this is common and often accelerates resolution of ambiguous comments.
• Confidential treatment requests: Companies can request confidential treatment of sensitive contract terms included as exhibits — reducing the portions that are made public. CTR applications are filed separately and require legal justification.

EDGAR Access and EDGAR Next

All SEC filings are made through EDGAR (Electronic Data Gathering, Analysis and Retrieval). In September 2025, the SEC transitioned to EDGAR Next, a modernized filing system that changed how companies and their agents access the filing system:

• Under EDGAR Next, companies designate specific individuals as "Account Administrators" who manage access for the company and its authorized filing agents (financial printers)
• Filing agents (DFIN, Toppan Merrill) must be separately authorized by the company to file on its behalf — this authorization is managed through the EDGAR Next dashboard
• The company's EDGAR CIK (Central Index Key) remains the same; what changes is the login and authorization infrastructure
• Pre-IPO companies applying for EDGAR access for the first time (for the confidential S-1 submission) must register through EDGAR Next and obtain their CIK before any filing can be made
• Companies should coordinate with their financial printer 4–6 weeks before the first confidential submission to confirm EDGAR access is properly established

Who Is in the Room

An all-hands drafting session typically brings together eight to twelve people in a single location for an extended drafting period:

• Company team: CFO and/or controller; General Counsel or Deputy GC; VP of Finance; sometimes CEO for specific sections
• Company IPO counsel: Lead partner and 1–2 associates who own the legal drafting
• Underwriters' counsel: Partner and associate from the underwriting banks' legal team, focused on due diligence completeness and underwriting agreement terms
• Lead underwriter's ECM team: The equity capital markets bankers who review the prospectus for consistency with the equity story and investor marketing materials
• Financial printer representative: On-site or remote staff who handle EDGAR formatting, typesetting, and real-time document versioning
• Auditors (for specific sessions): The PCAOB audit partner participates in sessions covering the financial statements, MD&A, and critical accounting policies

The Drafting Process — From Draft to Filed

The all-hands drafting cycle for the final S-1/A (the amendment immediately before the S-1 goes effective and the IPO prices) typically runs as follows:

1. Master document in shared platform: All drafters work simultaneously in Workiva (cloud) or on a printer-hosted document. Track changes are enabled; every edit is attributed to a specific person.
2. Section review rounds: Each section is reviewed by company IPO counsel, underwriters' counsel, and the company team in sequence. Risk factors and MD&A typically go through 5–8 complete revision cycles in the final week.
3. Financial statement tie-out: Every number in the narrative sections (MD&A, summary financial data, selected financial data) must exactly match the audited financial statements. The financial printer's team or the company's accounting team performs a formal tie-out — checking each number against the source financial statements.
4. Auditor "cold comfort" review: In the final days before filing, the auditor reviews the financial sections against the audited statements and issues a comfort letter confirming that nothing has come to their attention suggesting the financial information is not fairly presented.
5. Final sign-off and filing: Company IPO counsel and underwriters' counsel sign off; the financial printer formats the final version into EDGAR-compliant iXBRL format and files with the SEC.