Reverse Mergers, A Primer
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Transcript of Reverse Mergers, A Primer
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Reverse TakeoversPurchasing a Shell
Grand Avenue Capital Partners LLC
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Reverse Mergers
Reasons for increased activity in reverse mergers: Alternative strategy for going public Greater access to capital Greater valuations in raising capital Sarbanes-Oxley Chinese Companies
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Greater Access to CapitalGreater Valuation in Raising Capital
Premium for publicly-traded companies Generally 50% to 100% For early stage/emerging growth companies
can be much higher
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Greater Access to Capital
Capital Markets Today
Fewer deals and lower valuations in venture capital, private equity, M + A transactions
M & A activity Turmoil in credit markets
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Funding Gap solution for Emerging Growth Companies
For Companies Revenues from $0 to $100 million Limited history of earnings High growth potential Not satisfied with valuations in private equity and
M & A markets. Need less than $80 million in an IPO. Chinese companies seeking to raise capital in the
US.
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Private Investments in Public EntityMajor Capital Source forSmall Public Companies
PIPEs Private placement/commitment to
register shares Faster, easier than IPO or secondary
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Major Capital Source forSmall Public Companies
Highly flexible Negotiate protections for investors Can be dangerous for issuers if not
structured properly Resets Floating Convertibles Toxic Convertibles “Death Spirals”
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Advantages of Reverse Takeovers
Liquidity for prior investors Equity incentives for key employees Use of equity in making acquisitions Industry roll-ups and consolidations Arbitrage between cost of acquiring private
companies and valuation of raising capital for public company
Faster than IPO or direct registration
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History of the Shell RTO
Post - 1960’s Operating companies Blank check public offerings 1992 – SEC Rule 419
Reduced supply of shells Started to clean-up the shell game
The Private Shell Strategy
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History of the Shell RTO
1999 Bulletin Board requires SEC reporting NASD imposes unwritten requirements for Bulletin
Board trading Wulf and Worm letters NASD Notice to Members 00-49 NASD investigates some Bulletin Board applicants
Today non-BB shells have risks of not getting on BB without SB-2
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Shell Market Today
Large demand for Shells Much smaller supply of good shells, higher
prices Many private companies taking risks with non-
Bulletin Board or “unclean” shells
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Where Do Shells Come From?
Previous operating companies 419 shells “Manufactured shells”
Formed as a “blank check” and obtained shareholders through public offering, private offering or “gifting” shares
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How to Find a Shell
Shell websites Shell brokers Shell owners
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Purchasing a Shell
“Purchasing” a shell v. doing a reverse merger Most owners of clean Bulletin Board shells are
“deal driven” They are not “selling” a shell
Non-trading shells and “stalking horse” shells are sometimes for sale
Non-clean shells are for sale
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Reverse Merger Basic Terms
Cash and Equity Amount of cash and equity depends on perceived value of
private company Selling the value of the private company is important
Amount of cash also goes up if private company wants more equity
High percentage and low percentage deals How much equity How much float
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Action Plan for RTO Determine whether Reverse Takeover is
best course Consider disadvantages of going public Consider alternatives to RTO
Initial public trading through SB-2 4 to 6 months
Can the private company do a RTO Too many shareholders Is private company prepared to go public
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Action Plan for RTO Prepare Private Company
Enhance value Prepare “pitch sheet” and business plan
Get prepared to go public Complete management team Retain attorneys Retain auditors Retain advisors for RTO going public
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Action Plan for RTO
Corporate clean-up Disclosures Contracts Disputes Capital Structure Balance Sheet
Retain IR (investor relations) firm
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Action Plan for RTO Determine type of RTO terms private
company wants High percentage Low percentage Cash v. equity
Be prepared to move fast Letter of Intent Deposit Due diligence team in place
Be prepared to be public within weeks
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Negotiating the RTO
Initial contacts Initial due diligence Letter of intent Deposit Definitive agreement
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Negotiating the RTO
Complete due diligence Close Change Board of Directors Change Name New CUSIP/Symbol File 8-K Complete audit of private company File 8-K/A with audited financial statements
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Initial Contacts with Shell Owner/Broker and Initial Due Diligence
Do they control this shell What terms do they want
Cash/equity/deposits
Background of shell owners/brokers What are their time requirements
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Initial Contacts with Shell Owner/Broker and Initial Due Diligence
Initial due diligence Due diligence package from shell Review SEC filings Trading status
BB Pink sheets Non-trading NASDAQ AMEX
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Initial Contacts with Shell Owner/Broker and Initial Due Diligence
SEC reporting status Reporting/non-reporting Late or delinquent filings 12(g) or 15(d)
Percent of stock/float available
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Initial Contacts with Shell Owner/Broker and Initial Due Diligence
Regulatory Background How long trading How long reporting How start trading
Public offering Manufactured Stalking horse Bankruptcy
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Initial Due Diligence
Liabilities from past How long dormant Nature of operations Possible SEC, NASD problems
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Initial Due Diligence
Capital Structure Number of shares outstanding Warrants, options, convertibles Number of shares authorized Number of shares in float Number of shareholders Number of shareholders in float
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Initial Due Diligence
Ownership/Control History Multiple prior owners/control persons Background of prior owners/control persons Prior RTOs
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Terms of RTO
Merger Reverse triangular merger Exchange offer Cash for control Cash for float
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Terms of RTO
Equity exchange ratio Hold back, scheduling agreements Assets/liabilities Representation and warranties Investment capital at closing of RTO
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SEC Reporting Requirements Current rules
Form 8-K within 4 business days Terms of RTO agreement Brief description of company ID of new control persons
Amended 8-K within 71 days after 8-K Audited financial statements
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SEC Reporting Requirements
Proposed Rules Form 8-K within 4 business days with Form
10 level of disclosures including audited financial statements
Minimum requirements More extensive disclosures
recommended
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Disclosure and Marketing Plan
Investor Relations (IR) Firms Budget for IR Importance of credibility, meeting
expectations
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Major Reasons for Failure
Failure to protect against illegal and abusive practices after the reverse merger
Failure to adequately conduct due diligence Poor structuring of finished public company Failure to adequately prepare to be publicly
traded
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Major Reasons for Failure,
Failure to prepare and execute plan for managing the market
Failure to prepare and execute disclosure program
Poor selection of professionals and advisors