Taking A Company Public: The Importance of ‘Swagger’
I’ve been involved with more mergers and acquisitions and IPOs than I can even count. I’ve been called many names when I’m getting involved with corporate turnaround consulting but the most common of these terms are: arrogant, cocky and hardheaded. I take these names as a feather in the cap and a notch on the belt because the worst thing that can happen is that a company or board of directors hires a wimp or pushover. Having swagger when walking into a negotiation session or presentation makes all the difference. Refuse to lose and have the contacts to back up your moves.

CEO’s and executives take note…it’s ok to be cocky of you can back it up with performance. My clients love me. The people on the receiving end of my firm’s negotiations hate me (until they hire me on their next project). My hate of losing exceeds my love of winning and I’ll never stop until the clients pull me off of the project or until the transaction is done. This mentality is a must for today’s executive and corporate consultant.

I’m not saying this to impress anyone or to get more business. I’m trying to express to new CEOs of public companies and pre public companies that you have to be fierce. When you step in a room everyone has to feel it. Your presence has to be loathed by some and the epitome of curiosity by others. Keep them guessing.

Demonstrate loyalty to your client and make competitors fear being on the receiving end of your attention and above all, be calculated with your moves and stealthy with your strategy. Don’t speak until you can level the room with what you have to say and understand the reality that for every action there will be a reaction and for every strategic move you make on your clients behalf, there will be countermeasures taken by the opposition.

It’s ok to stay up at night distracted by ideas that will press the throttle peddle on behalf of your client. It’s a forgivable sin to force-feed strategies and alliances to your client that will help them get a competitive edge over their competition. And above all remember this, at the end of the day in global commerce the winning side achieves more than domination but the ability to keep and create jobs and grow through acquisition which creates more jobs and profitability. Arrogance and the refusal to lose is the beginning of this entire process. Get it or get out!

Enjoy this blog! We pack it with as much information as possible so that you can make solid decisions for your company and your investment portfolio.

http://www.princetoncorporatesolutions.com

What Is the Process Of Taking A Company Public? Here Are The Answers!
Going public can make or break a company. As long as you are prepared it can be the biggest blessing ever bestowed on your company. Understanding the process can help you decide if this is a direction you’d like to take. Here is the process:

First you’ll need corporate structuring to create a business model that is conducive to raising capital and increasing investor confidence so you’ll need to take a long hard look at your ‘C’ level executives and their educational and professional pedigree and track record, your board of directors capabilities and abilities to contribute with capital connections and strategic alliances.

Second you’ll need to write a business plan that take into consideration a strong business model, financial projections that will stand up to the scrutiny of your SEC auditor and investors who have their investments audited by legal counsel and accountants while simultaneously painting a picture of a solid and viable, and yes, recession proof business model.

Third you will need a PPM to break your company up into shares to distribute to seed capital investors and stay within the SEC Regulation D requirements.

Fourth you’re ready to file your S1 and get into the comments stage. Be prepared to answer questions and be patient. The SE needs to understand your business enough to approve it. Some of their comments are pretty strange but it is what it is. Your best bet is to have a good securities attorney file for you.

Fifth you need your third party audit. This can be a large financial undertaking if your books are a mess and a good auditor can be in and out in around a month.

Sixth after the SEC approval you’ll have your market maker file your 15c211 with FINRA to get your approval and stock symbol.

Lastly, you’ll need a strong post public investor relations strategy to induce investment and calm down those who want to sell their stock. A good IR strategy will also bring into account massive amounts of traditional and viral publicity.

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.

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).

Why Are You Taking Your Company Public? Evolve Or Die!
As the owner of a corporate consulting firm that takes companies public and steps into public entities with a turnaround team to fix dying companies, there are two realities of corporate strategies that ring true in any and all industries when it comes to creating successful companies and those realities are: few things work and nothing works for long. Evolve or die, the decision is yours. What works today didn’t work ten years ago and won’t work ten years from now.

Promotional strategies, inter industry alliances, legal loopholes and board member’s bartering chips are forever spinning and mutating and like Zen seem to change shape just as the issues that make a strategies template seem to be defined and duplicable.

Constantly update your publicity technologies. Always get the opinion of different peer groups who represent polar opposites in the market place before you roll out a new product or service. Before you make a decision have a backup plan and a backup plan to that plan. Have your CFO’s work audited by outside sources. Run credit checks on executives before they are promoted and find out if they are trying to live above their means, if so, they have the ‘grass is greener’ disease and will never be satisfied and will always be looking for a better deal. Employees like this can’t be trusted to help carry a company.

If you are a business owner, your job should be finding someone more qualified than you to run and grow your company. Always have multiple streams of revenue. If you are in the service industry, diversify by offering some products. If you are in the product industry (retail type) partner with some service oriented companies to earn commissions off of their efforts and your customer base.

Always be on a lookout for strategic partners and never be afraid to network. Keep updating your business plan. When raising capital stay out of debt and offer equity instead and when you offer equity in return for investment, pick inter industry alliances to raise capital from. Use a publicist and publicize everything! If you can’t afford a publicist put out press releases keeping your industry and potential clients informed of what you’re doing.

The above is just a little advice that I give to each client before initiating the structuring process of a Pre IPO. These realities will hold true today, next year and as long as commerce exists.

Taking A Company Public: Reverse Mergers Compared To Customized Filing On The OTCBB

Now more than ever public shell predators are out in full force taking advantage of CEOs and corporate executives who need to go public in order to gain more influence in the marketplace, raise capital, grow through acquisition and bring on prize executives with share ownership.

Many uninformed board members and ‘C’ level executives who take the route of a reverse merger fall prey to shell selling hoodlums who retain a sizable portion of the company after transfer as well as cover up liens, free trading shares and other issues that will have a tragic effect on the new owners of this shell that will soon crumble after the merger is complete.

Another issue that reverse mergers have is that the original investors in the entity want out and the second the stock price achieves even the most modest of gains it will virtually immediately plummet due to the original shareholders liquidation of their shares. This liquidation will typically take the company into the black hole of no returns as the share price will never rebound and the once profitable company is now a tumbling house of cards.

I’m not saying that reverse mergers can’t work. There are some solid firms out there who set up quality shells for reverse merger activity but before proceeding with a merger, one should contract with a solid corporate strategies consultant for references and industry insider information.

Customized filings, on the other hand, have fewer draw backs but there are still problem areas. In taking a company public via direct filing one should choose a firm with a solid track record for rapid completion of the s1 comments phase and FINRA approval. The third party audit should be done by a firm proven in completing this solution in a timely manner. Most lawyers and consulting firms take 10 to 12 months to take a corporation public on the OTCBB. But there are some elite, turn-key ‘Go Public’ facilitators that do so many of these transactions that it will only take 3 to 4 months for the entire process.

At the end of the day both reverse mergers into public shells and customized, direct filings are viable options for achieving a public trading symbol and raise capital and all the other pros and cons that come and go with having a public entity but before moving forward one should be well read and in the know of the good, the bad and the ugly with both routes.

Princeton Corporate Solutions. will take your original documents, convert them to your choice of either ASCII or HTML, and file them directly with the SEC.

The process is simple.

DELIVER DOCUMENT
To send us your MS Word and/or MS Excel documents via email to info@princetoncorporatesolutions.com . You will be prompted to enter in specific information regarding your company, EDGAR codes, and information about your document.

* Because email can sometimes be unreliable, please call us to notify us verbally of your submission. 267-233-0183

EDGAR CONVERSION
We will convert (“EDGARize”) your document and then email you a proof.

REVIEW
Review the EDGAR proof of your document and respond to us via email or fax with either written approval to file with the SEC or any changes you need us to make.

FILE
Once all changes have been implemented and we have received your written authorization to file, we will transmit your filing to the SEC.

CONFIRMATION
Upon acceptance of your filing, we will email you the SEC confirmation.

The Stocks and Bonds (Marketable Securities) Loan Program
What Securities Qualify?

Stocks

Bonds

Mutual Funds

Stocks of companies that were public and have recently gone private (if value can be determined)

Other Listed Securities with CUSIP or ISIN #’s

What Does It Cost?

Rate based on 3 Month LIBOR (London Interbank Offer Rate) rate currently at .25%

Rate is variable and risk based pricing

Can be as low for S&P stocks or Bonds of LIBOR + 25-250 basis points but typical is LIBOR + 85

Fees 3% of funded amount for amounts up to $10 Million, 2% for funded amounts from 10-20 Million

Payment is Interest Only with no Prepayment penalties

Semi-annual Payment Schedule

Loan to Value Amounts: 75-85% for Stocks, 88-90% for Bonds
Terms: Typically 3-5 yrs with up to 3 additional rollover periods of same term
Client still owns their securities so it’s a Non-Taxable Event and Non-Recourse

How It Works:
Client presents us with portfolio holdings and where securities are held (which broker/dealer)

Loan to Value on Portfolio and Rate based on risk is Quoted to client (typically done within 2 business days)

After agreement on terms, due diligence, documentation and closing is typically ~4-6 weeks

Client Case Studies

Client A is in the gaming business based in the Southeast and had problems getting conventional financing to fund their growth. The project was a bid and fulfillment of contract to place gaming machines in new locations recently approved for gaming. The need was $1.2 million and while the company itself could not fund its growth, the owner’s personal portfolio of mostly blue chip stocks got a loan to value of 85% and a rate of 0.75% with a cap at 1.75% for 5 yrs. He has the option to renew for 2 additional 5 year periods.

Client B has substantial real estate holdings both residential and commercial. One of his larger commercial mortgages was getting ready to reset with a large balloon payment due. Not having the money and not being able to refinance with his bank he came to us. The need was $1.4 million and in this case the portfolio consisted of only one stock. That stock was a large cap stock nearly a ‘blue chip’ company that got a loan to value of 82% and a rate of 1.05% with a cap of 2.05% over a period of 3 yrs. He has the option of renewing for 2 additional 3 year periods.

Client C has a company that is ready to go public. They are already on board with an investment bank and their IPO has already been priced and is ready for sale to the underwriting syndicate prior to its listing and trading on the NASDAQ stock exchange. The company needed a bridge loan as well additional funding to pay the substantial investment banking and stock exchange fees to complete their listing. The need was $1.5 million and we used the Treasury stock of the Company itself that was going to be issued to do a loan at 78% loan to value at a rate of 1.00% and a cap of 2.00% over a period of 3 years. They have the option of renewing for 2 additional 3-year periods.

There is a lot of confusion about stock and securities backed, non-recourse lending. Here is a case study for three different scenarios of what can be done for ultimate capitalization if one owns stock and wants to monetize without selling their shares.

Client A is in the gaming business based in the Southeast and had problems getting conventional financing to fund their growth. The project was a bid and fulfillment of contract to place gaming machines in new locations recently approved for gaming. The need was $1.2 million and while the company itself could not fund its growth, the owner’s personal portfolio of mostly blue chip stocks got a loan to value of 85% and a rate of 0.75% with a cap at 1.75% for 5 yrs. He has the option to renew for 2 additional 5 year periods.

Client B has substantial real estate holdings both residential and commercial. One of his larger commercial mortgages was getting ready to reset with a large balloon payment due. Not having the money and not being able to refinance with his bank he came to us. The need was $1.4 million and in this case the portfolio consisted of only one stock. That stock was a large cap stock nearly a ‘blue chip’ company that got a loan to value of 82% and a rate of 1.05% with a cap of 2.05% over a period of 3 yrs. He has the option of renewing for 2 additional 3 year periods.

Client C has a company that is ready to go public. They are already on board with an investment bank and their IPO has already been priced and is ready for sale to the underwriting syndicate prior to its listing and trading on the NASDAQ stock exchange. The company needed a bridge loan as well additional funding to pay the substantial investment banking and stock exchange fees to complete their listing. The need was $1.5 million and we used the Treasury stock of the Company itself that was going to be issued to do a loan at 78% loan to value at a rate of 1.00% and a cap of 2.00% over a period of 3 years. They have the option of renewing for 2 additional 3-year periods.

Raising fast capital for any reason, regardless of credit is easy if you know how!

The ‘Spoke Wheel’ Approach To Taking Your Company Public
A public corporation, just as a private company is composed of several contributing factors that dictate the outcome of its success. If you visualize your corporate entity as the ‘hub’ of the wheel and each spoke as a ‘contributing asset’ to the company you’ll find that the more spokes in the wheel, the more weight the wheel can carry as its strength rests on scores of unified connections working together, each with one simultaneous point of interest, the hub.

These hub connections can be anything that contributes to the overall success and perpetual, yet controlled, growth strategy of the company such as: a dozen strategic partnerships that act as growing distribution channels for your product or service, finance alliances that take care of your growth capital needs, multiple legal professionals that you can tap into for advise and corporate strategies, dozens of companies within your industry that focus on a different element of the industry but cooperate as a referral source for new business and on and on.

Your goal, in creating a solid, strategically aligned pre public and post public corporation is to keep building spokes and bringing on partners and executives that can instantly contribute to adding more strategic alliances and growth enhancers to your ever evolving and emerging corporate wheel. If you are a public company, partnerships that you should have heavily represented in your model should be securities attorneys, market makers and broker dealers, several publicists with different areas of media focus, viral publicists, investor relations facilitators and service providers etc. Don’t forget the political contacts and padding contacts. By ‘padding’ I mean contacts that may serve no active role other than having some big names affiliated with your company that can gain attention within and outside your specific industry genre.