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When it’s the right time to go public and you’ve looked at the pros and cons from all angles, it’s time to move forward and structure the company so that you can have a corporation worthy of investment dollars. First look at your company structure.
Do you have a well pedigreed and economically seasoned CEO, CFO and COO? Is your board of directors composed of the best of the best that your industry has to offer? Do you have a secondary board of advisors to pick up the slack where needed? Do you have strategic alliances in place to make expansion easier via distribution access, cross promotion and other necessary processes that you’ll need in a post public setting?
What mechanism will you use to distribute shares for your pre public raise? Is your business plan a powerful, ultra effective strategy or is it a boilerplate template that every funding source has seen a dozen times before?
Next, have you brought on a consultant to analyze your company and check for leaks, perform a valuation and start the process of going public? Don’t be shortsighted by trying to do this on your own or listening to the wrong people. Unless you have a professional onboard to navigate you through the process of preparing and completing the going public process you’ll be doomed from the start.
Don’t look at getting a trading symbol from FINRA as the finish line as this is just the beginning of the battle. You need a presents now more than ever. Your consultant will help you identify PR and expansion worthy mergers and acquisitions while simultaneously strategizing with investor relations agencies for the most impact at the best price.
Going public and achieving a symbol is the beginning of a whole new set of opportunities to grow your company in ways that you could never have imagined but it’s also a massive responsibility that can sink your company faster than quicksand. Be prepared for the process. Hire a consultant and place the best people in positions around you and you’ll be able to move forward with the wind at your back.
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I wish I could say that I wasn’t writing this article from experience but that would be a lie. I wish I could say that chemistry is never an issue between the consultant, S1 attorney and newly elected board members but that would be nave.
The truth is some attorneys who perform great on some public offerings are an absolute nightmare on other transactions. Some board members with a gargantuan size portfolio of contacts are worth the aggravation on some deals but on others fall flat on their face as they try to take the whole company to the ground with them. The reality is qualifying an attorney for the process of an S1 filing goes far beyond whether they’ve got time and experience under their belt. You need to ask the more difficult questions that are almost impossible to test for such as, how do they react in stressful situations? Are they open to stepping outside of their comfort zone to engage in cutting edge filing strategies to speed up the offering process? Do they help with the fundraising? Are they able to refer a PCAOB auditor and a market maker to file the 15c211? These are things that need to be addressed with your S1 attorney but are difficult to actually test beforehand.
Each lawyer is different and all I can say is sit down with them and drill them with a million different questions from a multitude of angles to test their knowledge and their patience. Watch their facial expressions, hand gestures, eye and forehead shift. Look for a bouncing leg or foot and other nervous habits and what questions did you ask to trigger this nervous twitch?
The same techniques can be used for qualifying a board member. The only way to get the best idea of whether there is a fit is to push them to the brink during the interview?
Be careful with this as many qualified professionals could easily take this challenge as disrespect and they’ll walk so don’t be rude or arrogant but with a placid look on your face and a calm voice, drill them and drill them hard.
Many consultants in this industry, myself included had to learn this lesson the hard way and took a lot of time and effort to correct the mistake of bringing on the wrong individual for the solution we were seeking. This is an extremely high stress industry and the environment is constantly at 100 degrees.
Concentrate on being calm, forward thinking, compromising on some issues and uncompromising on others, write down 10 pages of questions and when you sit down with the candidate ask all those questions and other questions that come to mind during the meeting. Test them, push them and get the right person for the job.
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I deal with S1 attorneys all day every day and most of them are entrepreneurial, hard working and interested in helping you in any way they can but there are also a lot of bad ones out there. If you are taking your company public the last thing you want is a broke as a joke s1 filing agent.
I recently had the misfortune of working with (for a very short time I might add) a New Jersey lawyer who had us all convinced by her pepper gray hair and fluency of legal jargon as a second language and quick calls to what she had us convinced where big shot investors who had millions to put into this and other transactions we brought her way.
During initial negotiations she and I sat down in a coffee shop and went over her equity position and fees in the transactions that she’d be working on for us and it was pretty simple and straight forward. I would have my team organize and structure the company and transaction and she would simply file the s1 in exchange for 2% to 3% equity. Pretty nice payday for minimal work and gaining equity in an average company producing $5m+ per year.
Ah yes, but when it sounds too good to be true it is and when it seems too easy of a negotiation…it is! When she sent us the contract she felt the need to add a few percentage points to the tune of 7%, making a total of 10% equity and she also was charging an extra $10k to fill in the blanks on your prototypical PPM doc. Why did she jack up the price? Her response was, “This S1 will have comments”. I almost died laughing. Of course it’s going to have comments with the SEC, that’s why it’s called the ‘comments’ stage.
We talked her into taking 2 payments for the $10k, half upfront and half on completion but we really should have dumped her right there. She didn’t want to keep her word on that either so I paid her the last payment before the fee was due and just got rid of her.
Turns out she never filed an s1 before and her whole act was a sham. She was desperate for cash and nickled and dimed us the whole time. I laugh about it now but it wasn’t funny when it happened. We lost over a month of transaction time because she couldn’t tell the truth.
The client was going public on the OTCBB with a valuation of around $5m, her suggestion was to raise capital pre public for $1 per share because the company would have a hard time qualifying for the NASDAQ if it started at anything less than $1. This company was years away from even considering the NASDAQ as an option but her in experience and need to prolong the deal to rape us for fees was so blatant and careless that she did everything she could to add as much confusion to the deal as possible so that no one knew what was going on, therefore she got away with a lot and was able to pick our pockets for weeks before we got rid of her.
The moral of the story is this: not all attorneys are rich. The truth is, most are very modest as far as their earnings. There is too much competition these days so there are predatory lawyers out there that will lie, double talk, triple talk and run you around in circles. All the while the clock is ticking and they are billing you like it’s going out of style. Watch your back with the dead broke S1 lawyer.
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For companies wanting to go public the basic understanding is to find an S1 attorney that will look out for your best interest and make the process easy. But what you’re not thinking about is the sub-sector of predatory attorneys that just look at you as easy prey. They’ll jump into your company, distract you by confusing you with technical jargon, fast talking and stressful scenarios that could never happen and when you’re not looking they’ll carve out a nice fat piece of equity on top of their excessive fees that pile up as they rob you blind with their insularely fees.
Qualify your S1 lawyer the way you would a blind, deaf, mute, quadriplegic proctologist before you go in for surgery. The fact that they can do what you’ve read in their promotional material is possible but most likely won’t happen, not that it can’t happen it’s just they can’t make it happen. Got it?
Be wary of S1 attorneys that will try to confuse you and distract you from your original goal. Let’s say it was your goal to go public on the OTCBB, the attorney who wants to take you for a ride will distract you with statements geared towards far fetched issues to scare you into submitting to their, not so far off, actions of adding fees, slicing off equity and other things of this nature. A perfect example is an attorney who gets involved with the client’s PPM share price with oppressive authority. If you’re company has a valuation of $3m they are trying to tell you to sell shares pre public for $1.00 or so which is absolutely, completely unrealistic, especially when you look at existing in the post public arena. They will tell you that at .20 cents per share pre public your pre revenue company will never have a chance to get on the NASDAQ (NASDAQ should be the furthest thing from your mind at this stage as you should be focusing on your pre public share price and post public IR). If the predator S1 lawyer sees you’re organized and have a solid comprehension of the process they will take away your confidence in those around you to gain more dependence by you. They will tell you that you can’t pay your IR firm the way you’ve already pre negotiated or that they are dirty or whatever.
When it comes to the PCAOB audit they will absolutely insist on you using their guy even though he charges twice the amount of other firms that gave you a quote and you can rest assured that the markup is their commission for scaring you into using this firm.
At the end of the day the predatory S1 attorney will confuse you, up-sell, over charge, scare, belittle and whatever else they have to do to make sure that at the end of the day they can get away with charging and taking everything without having to deliver anything and it will be structured so that the blame falls on you for not fulfilling the obligations set on you by the attorney. Good luck out there!
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Taking a company public has multiple intricacies. I get calls and emails daily from people who want a quote for taking their company public and I respond the same way each time, “No Thanks and good luck, you’re going to need it if this is how you’re approaching the process of going public”. Business owners who are seeking a ‘competitive quote’ from a consultant to take them public are asking for trouble and just begging to attract the wolves. Its shocking how many startup consultants are crouched over in darkened alleyways waiting to pounce on unsuspecting entrepreneurs and take their money and deliver absolutely nothing.
If you want to find a consultant worth their weight in salt you need to take the approach of general evaluation using targeted questions to find out if they are truly qualified to take your company to the next level. First and most basic, ask them if they are offering a turn-key public offering service, meaning do they participate in everything from soup to nuts including but not limited to: S1 filing and comments completion for SEC approval and market maker designation and 15c211 filing with FINRA to obtain symbol.
Think of this as the stuffing between the OREO cookies. Now you need to qualify them for their pre public and post public solutions. Pre public you need to make sure they will assist you with corporate structuring, expansion strategies, board of adviser selection, board of director election, executive pedigree evaluation for a public company, corporate and executive publicity generation using traditional means of radio and TV expert panel participation and viral publicity branding.
Your post public strategy is crucial and should be set in motion pre public so that you can hit the public market full throttle from the onset of your public offering. Post public strategies should entail a vast and in-depth investor relations strategy using stock alerts, press releases, promotion to market makers and other advisers, TV and radio interviews, article publishing and growth through acquisition just to name a few strategies.
You shouldn’t come out of the gate and lead the consultant to answer with the above information but target your questions so that they are general enough so that the consultant gives you their pre customized, boilerplate template strategy.
Going public can be extremely rewarding if done properly. Don’t try to do this on your own. Find qualified professionals to take you through the process in a structured and orderly manner.
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When the principles of a company make the decision to go public there are many things to take into consideration. First and foremost, trying to wade through the pariah infested waters of the OTCBB, Investor Relations and strategic growth strategies on your own is a guaranteed suicide mission and you’ll fail. Find a consultant who understands your business and has the contacts to create a turnkey solution to take you from public to private and all the other necessities you’re company is going to need to make it.
As part of your consultant pre qualifications here are the niches you’re the consultant absolutely must be well versed in order for your company to succeed with the public offering and a solid trading volume post public. Better yet, here is what you’re going to need so you can measure your questions against this list when qualifying the consultants to see who is the best fit.
First you’re company will need structuring. What I mean by structuring is that you’ll need to put a sturdy skeletal structure together to carry around your corporate bag of bones, an iron clad skeletal structure would consist of: board of directors with esteemed educational and professional pedigrees and proven track records for assisting companies in your particular genre with getting to the next level from the level your company is currently at pre public. You also need powerful strategic alliances that will increase your name recognition and overall market awareness by affiliations with inter-industry powerhouses. Use strategic partners for promotion, expansion, resellers, referrals, service and product brokering, name recognition, and more.
Talk to your accountant about your corporate structure. Delaware C corporations are a sturdy home state for public companies as the states statutes go back to the original 13 colonies and offer optimal protection and case law to support a growing public company. Some oversees companies prefer Nevada for their quick fix to the foreign owned company problem but ask your accountant and attorney to give you the pros and cons. Statutory domicile will be the advantage to the home of your corporation but if you are operating in another state you’ll still need to file locally while the state of incorporation can offer legislative support from previous case law history. Don’t believe that you won’t have to pay taxes if you incorporate in Nevada, this simply isn’t the case. Read up on this and then get the real deal from your attorney.
Every public company needs solid CEO, CFO, COO, Board of directors, Board of Advisors, Strategic Partnerships to start off. Now, when you have the above you need to start working on monetize-able purchase orders and offering net terms to your clients, in other words start building your book of business aggressively by offering credit terms. This will make you a stronger company and when investors see your mountain of purchase orders they’ll be impressed and will be more apt to invest. General signed contracts will typically have too many contingencies to have an impact as contracts are not very enforceable whereas purchase orders are like currency and can be monetized if your company finds itself in a crunch. This shows investors that you’re prepared for the ups and downs ahead.
Now after you’ve gone through the s1 comments with the SEC and the 15c211 has been filed by a market maker with FINRA, let’s assume you have your trading symbol and you’re ready to start selling shares. You are going to need a powerful, expensive, rock solid investor relations and market build strategy. Don’t use a pump and dump house as if you do so you will never recuperate. Instead your IR strategy should include: phone room support for announcing your company to industry insiders to create awareness (not selling stock), solid, opt-in email alerts to seasoned, accredited investors looking for stock in your industry, press releases should go out to announce everything from a new executive hire to an new contract to a new strategic partner and anything else that will give you a reason to notify the public on your company’s growth. Expert panel reviews for your C level executives to talk about the industry as an expert insider promote the company to the masses where they will get to see first hand the massive knowledge you possess about your industry which may prompt listeners to investigate your stock for a potential purchase. Don’t forget about viral publicity through high pr video, social bookmarks, blog entry, articles and the prototypical twitter, facebook, myspace and Linkedin properties.
Going public should be part of an overall strategy for expansion as opposed to having a go to just ‘go public’ to raise money.
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If you think economic conditions are tough now, you haven’t seen anything yet. Europe’s collapse is just getting started which will affect our exports, banking and real estate market all over again. Our nation’s current financial traction is only temporary and we still have one to three more cycles of down spiraling real estate market conditions to deal with.
Believe none of what you hear from politicians and half of what you see as to them it’s all just a sitcom entwined in smoke and mirrors. To your local government official you’re just a rat on a treadmill chasing after scraps from their table. Do you honestly think you matter to them? All they care about is votes, don’t be naive by thinking they ran for office because of social conviction.
You are just a vote on a ticket in a ballet box, nothing more. The two sectors of the market that have been hardest hit are small/medium size business due to lack of growth capital and shrinking client base and the employees of these companies who have lost their jobs because of cut backs. Being that most issues lie with the demise of the entrepreneur let’s take a closer look at the problems they face and how we can solve them.
Small business is the lifeblood to our nation’s economy. Our entrepreneurs feed an economy which once guzzled luxury items, technology and solutions that made our lives easier. With funding cuts from the top of the economic food chain (Fed to banks to entrepreneurs) there are no lines of credit to offset temporary losses which in turn creates substantial losses without the critical and timely rebound. Companies can’t grow because of the lack of expansion capital, lease options and other alternative financing mechanisms.
While your senator will stand and entertain questions at a press conference make no mistake you’re trapped in a spider filled casket in a forgotten crypt. Grim? Absolutely. Disgusting and despicable is more like it. Instead of promoting concepts that can empower business owners, politicians keep silent as we all slide into the tar pit in one communal involuntary suicide.
Here is the information that they are not telling you. Here is a solution to the problem of a bankrupt middle class and the ever shrinking small/medium size business. Our solution lies in two very simple words, “Private Capital”. There are solutions and you have power to change your fate.
Private capital comes in many forms but here we are going to talk about Regulation D Rule 506 which stemmed from the Securities Act of 1933 which is an SEC approved way of splitting your company up into organized shares and selling those shares to the public via public offering through private placement also referred to as a private placement memorandum. You can sell shares to accredited investors who believe in your business model. A PPM can be a pre IPO (otcbb) structure, long term investment with a certain exit strategy or you can pay dividends. There are many options, just pick one and move forward.
My personal favorite for helping qualified corporations raise capital and take control is using a PPM to raise a seed capital round and use the proceeds to fund an SEC audit, S1 Filing, 15c211 filing to FINRA approval and trading symbol disbursement. Yes, it is that easy to take your company public. Most companies won’t qualify for the NASDAQ or NYSE and you shouldn’t even consider the cesspool of the pink sheets but a wonderful platform that works great with the above and a solid investor relations strategy is the OTCBB (over the counter bulletin boards).
Once your company is public you can sell securities and cross collateralize your securities for a quick capital raise with minimal institutional banking intervention and drawbacks. Find a consultant who can take you through the process and can demonstrate solid comprehension of your business genre. Take control now!
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Taking Your Company Public? Post Public Investor Relations Can Make Or Break Your Company Going public is an amazing undertaking with the light anticipated at the end of the tunnel is increased market share, financial stability and of course the almighty strategy of growth through acquisition. The problem is for most companies that light at the end of the tunnel isn’t anything even remotely close to the above; instead it’s a train that will crush you under it’s weight as it’s steaming full speed ahead. That train is a personification of the ‘lack’ of solid investor relations strategies in your post public existence.
Investor relations is the process of working with broker dealers, market makers, stock alert services, press release distribution, fielding calls from the media, potential investors and others interested in your company as well as general publicity to get your executive, company name and trading symbol on as many TV screens, radio waves, social media platforms and email boxes as possible.
The above is the traditional comprehension of a ‘newbie’ public CEO. What most new public CEOs lack the understanding of the post public IR concept so they don’t know what questions to ask the IR firm and have no knowledge to compare services so they sign a crap deal, the stock price doesn’t open, then plummets and everyone begins pointing the finger and on and on with the blame game.
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Here is a part of investor relations that most companies never consider. A solid IR firm will have a strong network of investors, broker dealers, private equity funds etc. to create liquidation options for pre IPO investors in a way that will not damage the stock price, to the contrary, the share price will typically go up.
You need to have your consultant set up a safeguard so that when people buy and sell your shares it’s done in a way that doesn’t cause panic but induces investor confidence. When you are interviewing Investor Relations firms a few questions to ask is: how to they create the market, what safety nets and precautionary measures do they put in place to protect the integrity of your newly public company stock and how vast is their ’speed dial’ investor network (investors they have rapport with so that they can offer buy and hold stock positioning which will minimize your risk when seed investors start cashing in their shares).
For Corporate Turnaround Services or Investor Relations and Publicity, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!