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Reverse mergers : and other alternatives to traditional IPOs PDF

305 Pages·2009·1.509 MB·English
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00_Feldman_FM.indd xvi 10/13/09 11:34:04 PM Praise for the new edition of Reverse Mergers And Other Alternatives to Traditional IPOs By David N. Feldman With contributions by Steven Dresner “R everse mergers and self-filings are important alternatives to traditional IPOs, but with recent rule changes and developments in the market, these transactions have become more complex than ever. David Feldman’s second edition of Reverse Mergers explains these important developments in plain English and is an invaluable resource [for] any participant involved in the business of taking small companies public.” —Timothy J. Keating President, Keating Investments “ David Feldman’s new edition of Reverse Mergers is a must for any practicing securities lawyer’s library—along with Romeo and Dye’s Section 16 treatise and Hick’s Resales of Restricted Securities. Once again, in clear and concise language, Feldman takes the reader through the often-tricky landscape of reverse mergers and alternative public offerings and, by way of illuminating real-world anecdotes, teaches the reader how to avoid the potholes and use this fi nancing technique to its fullest potential. A masterful book by the master in the reverse-merger area.” —Mitchell C. Littman, Esq. Founding partner, Littman Krooks “ David Feldman’s Reverse Mergers is the most current go-to source for dealmakers, investors, and entrepreneurs [interested in] going public without an IPO.” —Chandra S. Mishra, Phd Eminent scholar and professor, Florida Atlantic University 00_Feldman_FM.indd i 10/13/09 11:34:03 PM “ Feldman’s Reverse Mergers should be required reading for any company planning to go public. It is the definitive source of information for issu- ers and for professionals involved in executing these transactions—and a roadmap for the industry to follow for many years to come.” —Richard Rappaport, ceo WestPark Capital “ Feldman has a unique ability to walk companies through the reverse­ merger process. His thorough understanding of all of the alternatives enables companies to make good business decisions. Reverse Mergers will prove to be invaluable for any company thinking of going public.” —Charles Weinstein Managing partner, Eisner LLP 00_Feldman_FM.indd ii 10/13/09 11:34:03 PM Reverse Mergers 00_Feldman_FM.indd iii 10/13/09 11:34:03 PM Also available from Bloomberg Press The Issuer’s Guide to PIPEs: New Markets, Deal Structures, and Global Opportunites for Private Investments in Public Equity Edited by Steven Dresner PIPEs: A Guide to Private Investments in Public Equity Revised and Updated Edition Edited by Steven Dresner with E. Kurt Kim Hedge Fund of Funds Investing: New Strategies for the Hedge Fund Marketplace by Joseph G. Nicholas Market-Neutral Investing: Long/Short Hedge Fund Strategies by Joseph G. Nicholas Due Diligence for Global Deal Making: The Defi nitive Guide to Cross-Border Mergers and Acquisitions, Joint Ventures, Financings, and Strategic Alliances Edited by Arthur H. Rosenbloom The Securitization Markets Handbook: Issuing and Investing in Mortgage- and Asset-Backed Securities by Charles Austin Stone and Anne Zissu A complete list of our titles is available at www.bloomberg.com/books Attention Corporations This book is available for bulk purchase at special discount. Special editions or chapter reprints can also be customized to specifications. For information, please e-mail Bloomberg Press, [email protected], Attention: Director of Special Markets, or phone 212-617-7966. 00_Feldman_FM.indd iv 10/13/09 11:34:04 PM Reverse Mergers And Other Alternatives to Traditional IPOs Second Edition David N. Feldman With contributions by Steven Dresner Bloomberg Press New York 00_Feldman_FM.indd v 10/13/09 11:34:04 PM © 2006, 2009 by David N. Feldman. All rights reserved. Protected under the Berne Convention. Printed in the United States of America. No part of this book may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher except in the case of brief quotations embodied in critical articles and reviews. For information, please write to Permissions Department, Bloomberg Press, 731 Lexington Avenue, New York, NY 10022, or send an e-mail to [email protected]. BLOOMBERG, BLOOMBERG ANYWHERE, BLOOMBERG.COM, BLOOMBERG MARKET ESSENTIALS, Bloomberg Markets, BLOOMBERG NEWS, BLOOMBERG PRESS, BLOOMBERG PROFESSIONAL, BLOOMBERG RADIO, BLOOMBERG TELEVISION, and BLOOMBERG TRADEBOOK are trademarks and service marks of Bloomberg Finance L.P. (“BFLP”), a Delaware limited partnership, or its subsidiaries. The BLOOMBERG PROFESSIONAL service (the “BPS”) is owned and distributed locally by BFLP and its subsidiaries in all jurisdictions other than Argentina, Bermuda, China, India, Japan, and Korea (the “BLP Countries”). BFLP is a wholly owned subsidiary of Bloomberg L.P. (“BLP”). BLP provides BFLP with all global marketing and operational support and service for these products and distributes the BPS either directly or through a non-BFLP subsidiary in the BLP Countries. All rights reserved. This publication contains the authors’ opinions and is designed to provide accurate and authoritative information. It is sold with the understanding that the authors, publisher, and Bloomberg L.P. are not engaged in rendering legal, accounting, investment planning, or other professional advice. The reader should seek the services of a qualified professional for such advice; the authors, publisher, and Bloomberg L.P. cannot be held responsible for any loss incurred as a result of specific investments or planning decisions made by the reader. First edition published 2006 Second edition published 2009 1 3 5 7 9 10 8 6 4 2 Library of Congress Cataloging-in-Publication Data Feldman, David N. Reverse mergers : and other alternatives to traditional IPOs / David N. Feldman ; with contributions by Steven Dresner. – 2nd ed. p. cm. Includes bibliographical references and index. Summary: “The top expert in the field of reverse mergers provides an executive summary along with nuts and bolts explanations showing how these deals are done. The revised edition addresses new regulations, SPACs, growth in China, and other key topics”–Provided by publisher. ISBN 978-1-57660-340-6 (alk. paper) 1. Going public (Securities) 2. Going public (Securities)–Law and legislation–United States. 3. Corporations--United States--Finance. I. Dresner, Steven, 1970- II. Title. HG4028.S7F45 2009 658.1’64–dc22 2009039854 00_Feldman_FM.indd vi 10/13/09 11:34:04 PM I am thrilled to dedicate this second edition to the three people that matter most to me in the world. My amazing wife Barbra remains my sounding board, best friend, and life partner. And, of course, my kids: Sammi brings me great pride in her talent and dedication to helping others, and Andrew never fails to bring me joy and amazement at his extraordinary intelligence and unbridled love for life. 00_Feldman_FM.indd vii 10/13/09 11:34:04 PM C O N T E N T S List of Illustrations .................................................................xv Acknowledgments ................................................................ xvii Introduction...............................................................1 The Structure of This Book................................................................... 4 1 Why Go Public?..........................................................9 Advantages of Being Public.................................................................... 9 Access to Capital ............................................................................... 9 Liquidity ..........................................................................................11 Growth Through Acquisitions or Strategic Partnerships ....................11 Stock Options for Executives ............................................................12 Confidence in Management ..............................................................13 Disadvantages of Being Public .......................................................... 13 Emphasis on Short-Term Results ......................................................14 Public Disclosure ..............................................................................14 Fraud and Greed (Even After Sarbanes-Oxley) ..................................15 It’s Expensive! ...................................................................................16 Public Companies Attract Lawsuits ...................................................17 Weighing the Pros and Cons ................................................................18 PART ONE | THE BUSINESS OF REVERSE MERGERS 2 IPOs Versus Reverse Mergers..................................... 23 Advantages of a Reverse Merger Versus an IPO ...................................27 Lower Cost .......................................................................................28 Speedier Process ...............................................................................29 Not Dependent on IPO Market for Success ......................................30 Not Susceptible to Changes from Underwriters Regarding Initial Stock Price ...................................................................................32 Less Time-Consuming for Company Executives ................................32 Less Dilution ....................................................................................33 Underwriters Unnecessary ................................................................33 Disadvantages of a Reverse Merger Versus an IPO...............................34 00_Feldman_FM.indd viii 10/13/09 11:34:04 PM

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