Category Archives: Industry news

Success needs elbow room! (Vintage expands with new Denver office)

This month, Vintage is celebrating the one year anniversary of the evolution of our brand and, more importantly, the evolution of our people, processes and in some cases – our fee structure. At the apex of this month of jocularity is the move to our new, bright and shiny offices in downtown Denver, CO.

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Vintage offices will open August 3 at 1515 Wynkoop Street, Denver, Colorado 80202

In addition to the EDGAR, XBRL and investor relations-centric support, our new offices will be the Mountain timezone hub for in-house drafting sessions for IPO registrations  an important (new and convenient) resource for many Denver start-ups. Having our own Denver conference spaces will streamline their processes and ease some of their costs.

What we have accomplished since the new brand evolution:

  • Our number of transactions has increased – with a close-to-equal balance between OTC Markets, NYSE and NASDAQ-listed issuers
  • Our VDR, Vintage Data Room power by EthosData, has been awarded 2015 Virtual Data Room Rising Star by Acquisition International’s 2015 M&A Awards
  • We have expanded office and conference rooms for effective in-house drafting sessions
  • We are, once again, the #1 SEC filing / newswire and the #3 for overall filer by volume
  • Vintage is a founding member of the XBRL US Center for Data Quality
  • We offer complete investor relations services including IR websites

“Intelligent Value” has become the new reputation of Vintage: fast turns, uncomplicated billing and superior client service.

LINKS TO REVIEW

  • XBRL US Center for Data Quality details HERE
  • NYC office video tour HERE
  • 5 Stages of M&A worksheet HERE

Thank you for your continued and expanding trust of Vintage, our client support teams and our culture of accuracy.

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Expert Team Guides Clients Through Very First SEC Regulation A+ Filings

Vintage Capital Markets division well prepared to take growth stage companies through new regulatory process

NEW YORK, JUNE 29, 2015 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that the company has successfully filed two of the first five draft EDGAR filings for clients under the Securities and Exchange Commission’s (SEC) new Regulation A+ ruling.

The new rule, which went in effect on June 19, 2015, revives the promise of The JOBS Act’s 2012 Regulation A by increasing the offering cap and streamlining the involvement of state securities regulators. Under “Reg A+” companies can now raise up to $50 million per year from investors, either individual or institutional.

VINTAGE_REGA_2

 

There are two tiers to the new SEC regulation: 

  • Tier 1 for offerings of securities of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer;
  • Tier 2 for offerings of securities of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.

“The Tier 2 Regulation A+ offering can be considered a ‘mini-IPO’ because it allows emerging growth companies to raise capital with less costly financial and time-consuming requirements than a traditional S-1 registration commonly filed for an IPO,” said Gordon Ruckdeschel, Vice President of Operations at Vintage.

“This will be a less burdensome workflow for small and micro-cap companies to go public. However, like any IPO, it needs legal and regulatory expertise. Although it is a streamlined process compared to a traditional S-1 registration, the SEC published 453 pages of Regulation A+ rules… so it is ‘at par’ with the seriousness of an S-1 registration,” Ruckdeschel stated. Regulation A+ is still the sale of securities in your company and as such, we trained and created an internal team to work the intricacies of these unique filings.”

The table below compares a company offering under new Regulation A+ with a company registration on Form S-1.

Description Form Type for
Reg A+ Offering
Form Type for “Traditional”
Registration
Non-public Draft Offering/Registration Statement DOS DRS
Amendment to Draft Offering/Registration Statement DOS/A DRS/A
Correspondence for Draft offering/Registration Statement DOSLTR DRSLTR
Public Offering/Registration Statement 1-A S-1
Pre-effective amendment to Public Offering/Registration Statement 1-A/A S-1/A
Post-effective amendment 1-A POS POS AM
Offering/Registration Withdrawal 1-A-W RW
Offering/Registration Withdrawal – amendment 1-A-W/A [not applicable]
Preliminary or Final Offering Statement/Prospectus 253G1, 253G2, 253G3, 253G4 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8
Current report 1-U 8-K
Current report amendment 1-U/A 8-K/A
Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) 1-SA 10-Q
Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) amendment 1-SA/A 10-Q/A
Annual report 1-K 10-K
Annual report amendment 1-K/A 10-K/A
Exit Report (for Reg A+) / Deregistration (for registered companies) 1-Z 15-12B/15-12G/15-15D
Exit Report (for Reg A+) / Deregistration (for registered companies) – amendment 1-Z/A 15-12B/A/15-12G/A/15-15D/A
Withdrawal of Exit Report (for Reg A+ only) 1-Z-W [not applicable]
Withdrawal of Exit Report (for Reg A+ only) – amendment 1-Z-W/A [not applicable]

Note that this chart is a very simplified example as Reg A+ can be complex. For example, REITs and Canadian companies may offer securities under the new Reg A+ as well.

To help smaller companies understand the regulation, the SEC offers  “Amendments to Regulation A: a Small Entity Compliance Guide:” https://www.sec.gov/info/smallbus/secg/regulation-a-amendments-secg.shtml

To keep up-to-date on Vintage’s continued growth, please follow Vintage in LinkedIn: https://www.linkedin.com/company/vintage-filings-llc

Please visit Vintage today for more information: www.thevintagegroup.com

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com 

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company. www.prnewswire.com

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

SEC proposes changes to mutual funds filing disclosures

Corporate issuers aren’t the only clientbase we guide (and file) with.

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Vintage supports more than our share of Mutual Funds issuers, and the recent SEC proposals are poised to enhance the quality of information available to investors and would allow the SEC to better collect and use the data (coughcoughXBRLcough) provided by investment companies and investment advisers.

Per SEC Chair Mary Jo White:

“These recommendations will vastly improve the type and format of the information that funds provide to the Commission and to investors.

Investors will have better quality and greater access to information about their fund investments and investment advisers, and the SEC will have more and better information to monitor risks in the asset management industry.”

A short summary, per our role:

Form N-Q is probably going away: A new form N-PORT to come into existence, which would be similar to N-MFP. It would be a monthly form that would apply to funds (except Money Market Funds) and would include portfolio information.

  • Form N-PORT would include a fund’s entire portfolio holdings and would be filed electronically in a structured, XML format, similar to N-MFP.
  • Form N-PORT would expand meaningfully information about a fund’s derivatives investments.
  • Form N-PORT would disclose the characteristics, terms and conditions of each derivative contract that are central to the payoff outline of a fund’s investment in contracts, as well as the exposures created or hedged
  • Form N-PORT would include additional information regarding fund portfolio holdings and characteristics not required by Forms N-Q and N-CSR.
  • Form N-PORT would expand significantly disclosure about investments, including, repurchase agreements, reverse repurchase agreements and securities lending

NSAR is finally going away: Will be replaced with new Form Type N-CEN – essentially a “census” form similar to NSAR, but would only be filed annually instead of semi-annually like NSAR is today.

Proposed Rule 30e-3: Shareholder reports will be able to be delivered by being posted on a website… no need to deliver by mail unless client specifically requests. This is very 2008 corporate issuer “notice & access”-esque.

Funds would be required to make the reports and the fund’s quarterly portfolio holdings information available at a website address specified in a one-time notice to shareholders. Shareholders must be able to opt-out of online availability to receive mailed paper copies of shareholder reports and fund quarterly portfolio information.

The SEC is closed for Memorial Day: Monday, May 25

memdayIn honor of Memorial Day, the SEC is closed on Monday, May 25, 2015. No files can be received. Plan accordingly with your Vintage Account Team.

Files submitted after 5:30 pm ET, Friday May 22, 2015 will receive a filing date of Tuesday, May 26, 2015  and will be posted to the public on Tuesday May 26, 2015 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, May 22, 2015  filing date if filed by 10:00 pm ET on Friday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Monday May 25, 2015, the SEC will move the due date to the next business day, Tuesday, May 26, 2015.

Have a great holiday.

Check with counsel that your company won’t .SUCK(S)

Investor relations officers may want to double-check with their I.T. department and General Counsel to assure that your company won’t .suck(s)

vacuum-IRO

Briefly, a new internet domain suffix – .sucks – will be available and, along with .porn and .XXX suffixes, the general public can buy them.

The .sucks domain is being marketed as a “consumer advocate’s extension.” A philanthropic example will be “www.cancer.sucks.” But if you have EVER read a comment section on any blog post, you know exactly what is going to happen. Haters gonna hate… and haters gonna buy your http://www.brand.sucks. Who knows, maybe even your crafty competitors will buy your http://www.brand.sucks URL from under you.

Now is the time to check with your general counsel. Ask if they think whether your organization should proactively register any of these new suffixes to mitigate potential embarrassment, harassment and crisis.

CLICK HERE for a detailed legal overview PDF.

If I am reading the PDF correctly, April and May are a “sunrise” time period – when authorized brands can .sucks up their own suffixes. After June 1, we can all .sucks it.

Um. That sound awkward. Just go talk to counsel!

Bringing Vintage expertise to “Compensation Strategies to Build Shareholder Value,” March 31, NYC

Does your board’s compensation strategy pass the scrutiny of shareholders, management, and regulators?  Executive compensation continues to be a key focus of legislators, regulators, activists, and the media. That’s what’s driving the March 31 NYSE Governance Services event: Compensation Strategies to Build Shareholder Value.

Click here to access the library of governance  guidebooks.

Click here to access a library of governance guidebooks.

Following up their superb West Coast Boardroom Summit & Peer Exchange, the NYSE is hosting this top forum of the latest thinkers and practitioners. Vintage is pleased to be involved as further recognition of our intelligent value and experience.

Topics include:

  • Design a Strategy: Driving Your Long Term Incentive
  • Plan and Avoiding the Common Metrics Pitfalls
  • Regulations’ Impact on Compensation: Now and in the Future
  • Board Tenure and Evaluations
  • P is for Performance: Evaluating the CEO
  • Change in Control Severance Agreements
  • Discretion in the CD&A: How to Sell Your Pay Story

For questions about the program, please contact the NYSE Governance Services event’s department at GS-CONFERENCES@NYSE.COM or (615) 309-3200.

Look for us

80% of Top SEC Transaction Law Firms Worked With Vintage in 2014

“Intelligent Value” hastens processes and lowers costs for law firms and issuers

NEW YORK, January 27, 2015 / PR Newswire / — In 2014, 80% of the Top 30 law firms that specialize in the SEC transactions required by the Securities Act Of 1933, worked with Vintage, the capital markets, corporate services and institutional & mutual fund services division of PR Newswire. These filings, including IPO and secondary offering registrations, are very complex legal documents that require an immaculate attention to detail and extensive expertise in financial publishing.

“2014 was a watershed year for Vintage, particularly for our capital markets team. I could not be more pleased about this accomplishment,” said Liam Power, President of Vintage. “We began the year with a systemic evaluation of everything we do – our technologies, our processes, our people and even our brand. Subsequently, the decisions we’ve made brought a focus onto what matters most to our clientele. 2014’s results validates our success becoming the industry’s intelligent value,” finished Power.

Top_30_lawfirms_Vintage

Click image to enlarge

The capstone of Vintage capital markets group is its IPO and transaction drafting sessions. The company has defined three models for these sessions, based on the flexibility and budget the client requires and not a one-size-fits-all approach.

  • Vintage office location: a traditional session model
  • Client-selected location: minimum travel and billable hours while allowing senior executives to keep abreast of their daily workload
  • 100% virtual: the most cost and time efficient alternative

A brief video explaining transaction drafting sessions scan be viewed here: http://promotions.prnewswire.com/Vintage-transaction-solutions.html

Securities law firms, like Sichenzia Ross Friedman Ference LLP, work with Vintage and the process that best suits their own issuer clients’ needs.

“We are very pleased to be recognized as the 12th most active law firm in the United States for transactions involving public offerings in 2014,” said Gregory Sichenzia, Partner, Sichenzia Ross Friedman Ference LLP. It is an outstanding accomplishment and we thank our friends at Vintage for their help and support during the year.”

Absolute cost transparency is a hallmark of the Vintage approach, and a key part of their ability to deliver value to our client, presenting pricing simply, clearly and to the level of detail that matters to clients. In fact, Vintage pioneered the concept of open, up-front, and transparent pricing.

“I believe that our presence on this Top 30 securities lawyer list is a testament to the hard work and smart decisions our partners and associates make on behalf of our clients,” said Gregg E. Jaclin, Esq., Partner from Szaferman Lakind Blumstein & Blader, PC. “Certainly, one key decision we assist our clients with is resource selection and we have found that Vintage compliments both our processes and our clients’ requirements.”

In addition to capital markets practice group that works with law firms, investment banks and M&A deal-drivers, Vintage also supports two other practice groups:

  • Corporate Services, which supports public companies with compliance and investor relations solutions
  • Institutional & Fund Services for investment management and mutual fund organizations

Vintage is headquartered in New Your City with regional sales and service offices through the US and internationally within PR Newswire and Canada Newswire (CNW) offices.

Top 30 research is from 2014 SEC filings: S-1, S-3, S-4, S-11, N-2, F-1, 10-12B and 10-12G. All files are available on SEC.gov website.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com 

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157
bradley.smith@prnewswire.com