How Investors Consume Content Q#8: Have you ever bought an IPO stock on its first day trading in the market?

Without question, “IPO” has been the capital markets buzz word for investors throughout 2014 —with 70 pricings each in Q1 and Q2. What’s also notable is that the JOBS Act “confidential IPO” process for Emerging Growth Companies (EGC) may be creating a stronger, more stabilized environment.

From Morrison Foerster:

… almost 60% priced within or above the stated price range—this is fairly consistent with the experience of the last several quarters. Perhaps it is too early to assess, but some have speculated that test-the-waters meetings for EGC [confidential] IPOs are providing useful information regarding pricing and that is contributing to more deals pricing within the filing range compared to pre-JOBS Act periods.

So that begged the question – are investors taking advantage of this trend? Yes, up five percent since we asked this question in late summer 2013.

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Click image to enlarge.

What’s our role in this upbeat story? Delivering intelligent value – right from the initial S-1 drafting session to getting the financial brand crisp online.

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Have a great day.

Securities lawyers and their Love / Hate relationship with Virtual Data Rooms

More than all other members of a deal’s working group, securities lawyers are neck deep in our Virtual Data Rooms (VDR) at every stage of the transaction – from the start of the process till the final ink.

Interestingly, regardless of their need, from conversations with our clients and with our VDR partner, EthosData, we’ve uncovered a Love / Hate relationship. This relationship is not just with VDRs. The legal industry is working its way toward other digital solutions that were traditionally “analog:” e-discovery for example.

M&A-VDR

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Glass half full: He loves you yeah, yeah, yeah…

More work executed per day: Securities lawyers can work on more transactions in a shorter period of time because they can access the confidential documents required for due diligence within minutes. More get done per day because less time is wasted in traveling to the location where the documents are present – another firm, the clients corporate office, etc. The time saved on Transaction A can then be used to work on Transaction B, increasing productivity and improving the number of billable hours per day for the firm.

Deal accountability is trackable in seconds: They can easily track the documents they have already read and the ones that are still pending by using the Virtual Data Room’s feature to highlight the pages that they still need to be addressed. When lawyers are going through hundreds of documents which contain thousands of pages, it can become a nightmare to keep a track of what has already been read and what hasn’t. The use of technology nullifies this stress completely.

Questions and answers in minutes, not in a meeting: All members of the working group, not just the securities lawyers, can easily ask questions and get responses while keeping track of all the details in an easily exportable excel sheet. No more have to request a meeting and be strapped for the time to clarify their doubts. When a query arises, anyone can simply click on the question mark icon next to the document and type in a question. The appropriate recipient receives an email alert of the query, logs on to the Virtual Data Room and responds. It’s really that simple.

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Glass half empty: He’s just not that into you…

The comfort of tangible paper: Securities lawyers have endured years of studies through law school and read thousands and thousands of documents in paper format. Transitioning from this habit to reading on a screen is something that the senior lawyers dislike (which is why they push the corporate clients for printing rights for the data they’ve been given access to on the Virtual Data Room). Paper is still the Pavlovian default.

Locked PDFs are a pain in the @#$: Lawyers need to circle, underline and mark side notes in the margins of the documents that they are reading. Restricted access on computers that only allow confidential documents to be read-only does not permit highlighting, underlining or taking notes on a page. This forces them to take the painful extra steps of writing the name of the PDF document, the exact page they are reading and the line they want to comment about onto a separate piece of paper – not the actual document under review.

Face-to-face interaction is minimal: Some lawyers need the to-and-fro that was required to go through legalities. The constant face-to-face interactions also lead to the building (and bullying) of relationships. Virtual Data Rooms has cut this down to a minimal in the interest of higher productivity and higher time-saving. Certainly many deals should be hashed out over a physical table, but not all need this in-person banter. Many transactions are just that – a transaction.

A virtual data room is not a luxury, it’s a deal necessity. The challenge for corporations and their securities lawyers is to identify the data room that best suits their workflow and budget. That’s OUR specialty – delivering the intelligent value.

Have a great day.

IPOs and Transactions: July 21 – 25

There were 23 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Axxess Pharma Inc. w/ Szaferman, Lakind, Blumstein & Blader PC and Response Genetics Inc. w/ Willkie Farr & Gallagher LLP.

Also, wondering who are the top law firms are for 2014 transactions? Read here.

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Registrant Symbol Form Exchange Law firm / Advisor
KILROY REALTY CORP KRCPRG S-4 NYSE Allen Matkins Leck Gamble Mallory & Natsis LLP
PALAYAN RESOURCES, INC. S-1 American Corporate Enterprises, Inc.
INDEPENDENT BANK GROUP, INC. IBTX S-4 Nasdaq Andrews Kurth LLP
LIBERTY BROADBAND CORP S-1 Baker Botts L.L.P.
BARISTAS COFFEE COMPANY, INC. 10-12G Baristas Coffee Company, Inc.
WESTCOTT PRODUCTS CORP WSPD S-1 OTC Brunson Chandler & Jones PLLC
RBS COMMERCIAL FUNDING INC. S-3 Cadwalader, Wickersham & Taft LLP
DISTANT VALLEY ACQUISITION CORP 10-12G Cassidy & Associates
INOVIO PHARMACEUTICALS, INC. INO S-3 NYSE Duane Morris LLP
GROWBLOX SCIENCES, INC. GBLX S-1 OTC Gary R. Henrie, Esq.
PALAYAN RESOURCES, INC. S-1 Glenn & Glenn Law, LLP
ALPHA ENERGY INC S-1 Harold P. Gewerter, Esq. Ltd.
CALEMINDER INC S-1 Harold P. Gewerter, Esq. Ltd.
INFEED MEDICA CORP S-1 Harold P. Gewerter, Esq. Ltd.
INDEPENDENT BANK GROUP, INC. IBTX S-4 Nasdaq Harris Law Firm PC
INDEPENDENT BANK GROUP, INC. IBTX S-4 Nasdaq Haynie Rake Repass & Lowry, P.C.
SPIRIT AEROSYSTEMS HOLDINGS, INC. SPR S-4 NYSE Kaye Scholer LLP
KILROY REALTY CORP KRCPRG S-4 NYSE Latham & Watkins LLP
REGENCY ENERGY PARTNERS LP RGP S-3 NYSE Latham & Watkins LLP
SIMMONS FIRST NATIONAL CORP SFNC S-4 Nasdaq Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
JMP GROUP INC. JMP S-3 NYSE Orrick, Herrington & Sutcliffe LLP
SIMMONS FIRST NATIONAL CORP SFNC S-4 Nasdaq Quattlebaum, Grooms, Tull & Burrow PLLC
SIGULER GUFF SMALL BUSINESS CREDIT OPPORTUNITIES FUND, INC 10-12G Siguler Guff Small Business Credit Opportunities Fund, Inc.
AXXESS PHARMA INC. AXXE S-1 OTC Szaferman, Lakind, Blumstein & Blader, PC
SOLAR WIND ENERGY TOWER, INC. SWET S-1 OTC Szaferman, Lakind, Blumstein & Blader, PC
ECO-STIM ENERGY SOLUTIONS, INC. ESESD S-1 OTC Vinson & Elkins L.L.P.
RESPONSE GENETICS INC RGDX S-3 Nasdaq Willkie Farr & Gallagher LLP
TRANSUNION HOLDING COMPANY, INC. S-1 Wilmer Cutler Pickering Hale and Dorr LLP

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week.

IPO Underwriters of the Week: July 21 – 25

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent vlaue for both traditional and confidential IPOs.

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Registrant Symbol Form Underwriter
AXXESS PHARMA INC. AXXE S-1 Beaufort Capital Partners LLC
ALPHA ENERGY INC S-1 Underhill Securities Corp.

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Have a great week.

What to consider for mobile communications to investors

In the new book, The Mobile Mind Shift: Engineer Your Business to Win in the Mobile Moment (Ted Schadler, Josh Bernoff, Julie Ask), much of the book’s premise speaks of The Mobile Moment. The Mobile Moment is “the instant in which your customer is seeking an answer.”

The book gives clear examples, air travel being an obvious one: book my flight, check my flight, delay alerts about my flight, bar code my boarding pass and so on. Certainly, urgency and immediacy are germane for the travel customer.

But what about mobile for investor relations? What is “the instant in which your [investor] is seeking an answer?” Hopefully, your shareholder communications moments are NOT driven by urgency and immediacy (crisis communications), but by a moment of convenience.

CouchApp

“I want to view $XYZ’s investor PPT on my train commute into the office. I want to review $XYZ’s recent 10-K in Starbucks. I want to listen to the $XYZ’s earnings call on my couch. In my underwear.” Urgent, not. Immediate, perhaps. Convenient, absolutely.

Remember – no one is trading off an IR website, mobile or desk browser. Investors don’t visit your IR website for real-time quotes. Investors visit your IR website for careful due diligence research – as clearly reported in our “How Investors Consume Investor Relations Content” study. They may not be trading at that Mobile Moment, but they are making decisions.

To guide executives to create a mobile strategy, The Mobile Mind Shift’s authors recommend three concepts to define a mobile offering:

  • Intensity: whether it is appropriate to connect with customers on mobile.
  • Expectation: the level of urgency to build a mobile site.
  • Behavior: the features customers are ready for.

These are the drivers that you need to discuss within your department. Understandably, as a shareholder communications service provider, we’ve already walked this path for you. Our IR Rooms have two Mobile Moment Matchmakers: responsive design and theIRapp. Offering both assure that regardless of their behavior, you address both the intensity and expectation of each individual (professional or retail) investor.

Have a great day.

Vintage’s New XBRL Online Review (XOR) portal addresses SEC’s “Dear CFO” letter

The U.S. Securities and Exchange Commission (SEC) disclosed that they have begun sending formal alerts to issuers regarding the inclusion of accurate calculation relationships in their filing. This is an important – and visible – step towards quality enforcement.

XOR_XBRL_online_clipart250To help mitigate clients’ risk while improving their XBRL filing workflow experience, we are transitioning  - free of charge - our XBRL reviewing process into the new XBRL Online Review (XOR) portal.

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An important point to note is that XOR brings online review and collaborative commenting to our fleXBRL Core clients. (Click here to match up your XBRL workflow)  Our fleXBRL Command and Control (both SaaS portal-based) clients’ workflow is currently review, comment and self-edit.

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Without XOR: When your XBRL is viewed with the SEC’s viewer, or on a standard spreadsheet review, calculations are not visible.

With XOR: All calculations that have been made within an XBRL file are easily visible for review. You will see not only where calculations have been made, but what the components of those calculations are and whether the calculations foot properly.

XOR has been in trial with a select set of clients for one quarter. Thanks to their input and success, we are now able bring all Vintage fleXBRL clients into this easy-to use portal. Please click here to read an overview.

Including XOR at no additional cost is another demonstration why Vintage continues to be the industry’s intelligent value for capital markets and corporate services.

Another quality issue the SEC is now proactively flagging is the the practice of using custom taxonomies rather than an established taxonomies. True, the X in XBRL stands for extensible, however if there is an established, appropriate taxonomy, it’s key to use it. Remember, the only way you will get ROI from your XBRL efforts is to make the data usable (comparable) for investors. Using the “common ground” tags is the only way that will happen.

Your Vintage XBRL specialist can help you with this important action.  That’s even more intelligent value. 

Have a great day.

Capital markets transactions by law firm: Q1 – Q2 2014

In plain English, a capital markets transaction is an extremely important contract. For a soon-to-be public company, an S-1 is thee most important contract. However, as discussed last week, (read here) there are many types of transactions – across all three main exchanges: OTC Markets, Nasdaq and NYSE.

Total transactions count for the first half of 2014 is 1,249… and all of these transactions needed a law firm – if not two or more. In fact, the 1,249 transactions counted listed 449 different law firms. Below is a graph of the top ten, by transaction count.

We carefully track all capital markets transactions as Vintage executes the drafting sessions for law firms. We have become the intelligent value for transactions: in-house, at a corporate or law office and now more increasing, 100% virtual. You can see an in-house drafting session in this video.

TRANS - lawfirms

If you are interested in this topic, please click here and opt-in to receive a weekly (Monday) update of transactions and law firms via email.

We also have a whitepaper that explains the ping-pong match an S-1 file plays between an issuer and the SEC. Click here to download it.

Have a great week