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When companies contact us about going public they will typically start out by saying something like, “I’ve been watching your videos and have been following your company in the media for a while now” or “I’ve been reading your articles about globalization and going public over the past few months and…”. My point in stating the above is this, I’ve never had a company that calls and says, “We were going to get a corporate line of credit but figured we’d go public instead”. Companies that are going about this the right way will have spent time preparing their company to go public and they’ve taken the appropriate initiatives to set up post public finance options, investor relations and other efforts that are conducive to their company performing in the aftermarket.
As an IPO consultant it’s not my job to sell the company on why they should go public. It’s my job to question their motivations and play devil’s advocate to try to test their theories and inject factual information that will either make them more confident with their decision or talk them out of taking this path. Proceed with caution. If you get an IPO facilitation firm on the phone and they are absolutely in love with your company, idea and plans from the onset of the conversation, chances are you’re going to regret it in the end as this consultant has too much time on their hands and sees an easy ‘fee oriented’ target.
Going public is a mutual effort and can only work if both sides are going to make out financially in the end, not upfront. Consultants that charge front heavy fees are typically not going to be around in a stabilization or advisory capacity once you are public which means you’ll almost certainly fail to raise the public capital you’re seeking. Instead, find a consultant that levels out their fee structure with a general retainer fee and most of the compensation on the back end. Retainer fees of $40k to $50k are common among established and legitimate consulting firms. You’ll also have the PCAOB audit which will range from $10k to $30k and the S1 filing and comments fees for legal should be tied into the back end with some general expense compensation during the process. Your market maker attachment and 15c211 filing should also be included in back end equity by the consultant.
As far as equity compensation keep in mind that if a consulting firm wants to take all upfront fees and makes no mention of the post public equity distribution then they are taking you on as a client for the wrong reasons. If they believe in your concept and truly want to get involved to assist you in a well rounded, strategic offering they will insist on an equity stake of 5% to 20% depending on how much pre public structuring and strategies as well as post public work must be done.
In going public your company can become a globalized, stable industry powerhouse but attaching yourself to the wrong facilitator upfront can damn your efforts before they begin. Find a well published, full service consulting firm that will take control of the situation so you can focus on your business and not have to worry about the intricacies that can destroy your offering potential.
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For investors, that once in a life time opportunity is always out there happening for someone else. There is always a story about a guy that got in on an IPO for a software company that turned him into an overnight millionaire or that next big bio-tech IPO for a company that has the closest thing to a cure for Alzheimer’s that the industry has ever seen, they did a small pre IPO raise and then closed out the offering and now there are talks of a buyout, again overnight millionaires will be made.
Are these investors exceptional in terms of their research capabilities and knee deep in investment banking contacts that give them insider info on the down low? Most likely they did two simple things the right way. First, they made themselves available for opportunity by subscribing to IPO alerts from reputable firms. If you’re quick to action you could find yourself in the middle of an obscenely profitable venture. Second it’s the luck of the draw for those who are willing to put themselves out there for a little acceptable risk for the chance of big reward. Obviously blatant risks like Forex, pink sheet pump and dumps and investing in pie in the sky concepts that don’t have a chance in heck of actually working are for the few adrenalin junky millionaires who thrive off of the rush of, um well, losing.
If, hypothetically you get access to a possible jackpot IPO in the rare ‘Pre IPO’ stage what is your next move? Who do you call to help you with research and how do you evaluate the company on the spot based off of the prototypical PPM? First, if it’s your money it’s fine to get a second opinion but you need to know what to look for in a viable investment.
Here is how you do a spot audit for stability in an investment in the Pre IPO phase: 1. Look for a solid corporate structure consisting of well pedigreed professionals in the C-level positions, strong and diversified inter-industry board of directors, secondary advisory board, strategic alliances and an equity/share distribution mechanism that is organized and compliant and a share price based off of a solid valuation by a reputable firm.
2. Are they in a growth industry? When you look at the founders resume in the business plan are they serial entrepreneurs with a track record of modest success but minimal focus? Or has their career been targeted and focused on one single direction? You want to professional that has worked his entire life honing his skills and pedigree for this particular industry and this on opportunity and he’s all in and there is minimal possibility of pump and dump.
3. What is their 12 month strategy post public? What is their growth strategy? If they think they can grow organically they’re in for a shocker. They have to show a plan for post public growth through acquisition and subsidiary merger. What targets do they have lined up and what will they bring to the company which will ultimately affect your share price and overall investment. Who does their legal? What is their post public market creation strategy and who is their contracted investor relations firm and what is their track record for dealing with companies in this particular industry genre? What is their globalization strategy for rapid and expedient but controlled growth?
4. Are they politically connected? What strategies firm are they working with to gain global and incremental political and legislative support? What bills are they mentioned in and who are the politicians that are sponsoring and cosponsoring this legislation and what type of photo opps and press is being set up to make this company the face to the industry?
Never invest with borrowed funds or capital that you depend on for retirement or necessity. Only invest with capital you’re not afraid to lose (this goes for any and all investments). Getting involved in pre IPO opportunities can be very rewarding for the informed, accredited investor. Do your research and make yourself available to the right circles of influence that can act as hotbeds for opportunity. Surround yourself with industry insiders and ask lots of questions.
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The US is a game preserve and the entrepreneur is the endangered species being hunted by political poachers. Don’t expect a solution by government bureaucrats that use band aids intended to provide a temporary and sub-modest patch up, only problem is this band aid is suppose to close up a bazooka shot to the chest so don’t wait on resolutions that will have a lasting effect.
So what is the solution? When a company is fighting for survival who can they turn to? Two groups that will only hang string you up and hang you to dry are politicians and institutional banks. Both of these sectors of industry are parasites who will eat you from the inside out and then transform into maggots to feast on your rotting flesh.
Strange wording for a financial paper but this is reality. So again, who can you turn to for guidance? That answer is both simple and simultaneously complicated as there are multiple sub sectors of finance each with their own good and bad issues.
Seek out a consulting firm that offers turnkey solutions with a contact portfolio that could gag a horse.
To raise money and facilitate quality strategies that will get you from point A to point B a consultant must have contacts with accredited investors, investor relations strategists, market makers, securities attorneys who can bang out 10k and 10q’s as well as constructive counsel for mergers and acquisitions to assist in strategic growth. Your consultant also needs to know where to look and uncover powerful strategic partners that can enhance and induce your company’s expansion efforts.
Many companies are using a regulation d solution also known as a private placement memorandum which uses the SEC loopholes of Reg D 504, 505 and 506 for pre public fundraising and bypass the ‘wild west’ factor of the pink sheets and go to a pre NASDAQ trading platform such as the OTCBB. A solid consultant can complete the task but qualifying them should not constitute drilling them on past transactions and other pointless interrogation tactics as this will only push away the good consultants and bring the scumbags in by the truckload as this type of skepticism is something that the fly-by-nights are comfortable with and use to. Instead ask them for a plan on how they anticipate taking your company from the beginning to fund raising stardom.
Their plan should include corporate structuring and strategies, board of directors selection, advisory board selection, acquisitions strategy, SEC auditor, S1 attorney, market maker for your 15c211 and enough investor relations and corporate publicity to force the continental shelf into movement.
Settle for nothing less than strategic and all inclusive consulting solutions when raising capital and going public or you’ll find yourself in the precarious dilemma of having your public offering piecemealed with no one to hold accountable at the end of the day and believe me, that is the last place you want to be because those companies end up being shelf corporations that are so riddled with holes you can’t even sell them off for a reverse merger.
Get the entire plan from your consultant before signing that contract and moving forward.
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In a perfect world public and large private companies could experience rapid growth by simply treating their client base right and taking and gradually making more transactions to increase revenues to subsidize the additional costs of more locations, employees etc. This is fine if you’re only trying to build a company worth a few million and then fold up when you’re ready to retire.
But if you are looking to build a legacy company that you can hand down to generations, create jobs, expand globally and constantly have a steady stream of purchase and merger offers as a safety net, you need to grow through acquisition and the best way to raise the capital for this process is to go public.
Going public is a technical process where the post public promotion referred to as IR or Investor Relations is the key to stabilizing and growing your share price. Limit the volume of shares for public consumption, pump out maximum publicity, make brokers and investors comb the planet to find available shares and force the price to grow by leaps and bounds by creating demand.
Marine Electronics By Garmin is another great article.
When you need funding use PIPES and pay off the loan so the PIPE firm doesn’t liquidate the shares onto the market, get those shares back. I had a client email me a letter he got from a Do It Yourself investor relations firm. They claim to be able to train CEOs of public companies to take care of the IR campaigns for companies on the London, OTCBB and Pink Sheets. The claim that they can teach you to never need the services of an IR firm again and my response to this client was….Um…Are you an idiot? I guess I was a little upset since I own five percent of the company that he was proposing this DIY solution for IR.
Here is the deal. You need to three basic things to have a solid investor relations campaign. First you need a Pump solution. Don’t confuse pump with pump and dump. Remember, you always want to limit the shares put out to the public but you need to pump public demand and hunger for your shares to keep the price where it’s high enough to use as collateral for loans to subsidize growth without having to release more shares onto the market.
Next you need volume. Keep the shares that are in the market place moving. Hold corporate shares to your chest and keep the shares in the public moving, without volume you won’t be able to do anything with your stock. Don’t mistake the concept of creating volume with releasing shares into the public to create cash. Last but not least you need to be in the public eye. You need to have a publicist that will get you on industry expert panels on radio, tv, blogs, podcasts and every publicity medium in between. Get your CEOs face, company name and trading symbol on the bottom corner of everything including but not limited to the bicep and forearm of every sales executive in the company. Ok maybe that’s a bit much but my point is an organization that stands together behind their CEO is an organization that will survive and thrive.
These were just a few of the points that one needs to consider when going public, trying to stay public and promoting a public company. In this industry the old conviction of . . . Believe none of what you hear and half of what you see is the golden rule.
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