Monthly Archives: June 2015

2015 NIRI Annual Conference: “I [heart] IR” hoodie winner photos #3

We bid (visually) The National Investor Relations Institute 2015 (NIRI) Annual Conference (June 14 – 17, Chicago) farewell with our kindest thanks to the NIRI staff for creating another excellent event. The next “can’t miss” IR event will be the NIRI Fundamentals class this September in Boston.

Scroll for photos #3.  Click here to view photos #1 and here for #2.

PRN_VINTAGE_PRODUCT_FLOW

 

We also had a GREAT time giving out our I [HEART] IR hoodies and mugs! Below are some of the winners. We should have brought more! 

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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

IPOs and Transactions: June 22 – 26

There were 59 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Ambicom Holdings Inc. w/ Kane Kessler PC, Atossa Genetics Inc. w/ Gibson, Dunn & Crutcher, LLP and Community Shores Bank Corp. w/ Dickinson Wright PLLC.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.


Confidential and uncomplicated for M&A. Click here.

Law firm / advisor Registrant Symbol Form Exchange
Akin Gump Strauss Hauer & Feld, LLP BILL BARRETT CORP BBG S-3 NYSE
Andrews Kurth LLP FREEPORT-MCMORAN OIL & GAS INC. ~ S-1 ~
Appalachian Mountain Brewery, Inc. APPALACHIAN MOUNTAIN BREWERY, INC. ~ 10-12G ~
Applied Minerals, Inc. APPLIED MINERALS, INC. AMNL S-1 OTC Markets
Baker & McKenzie LLP BENITEC BIOPHARMA LTD/ADR BNIKF F-1 OTC Markets
Bass, Berry & Sims PLC J. ALEXANDER’S HOLDINGS, INC. ~ 10-12B ~
Baxalta Incorporated BAXALTA INC BXLTW S-1 NYSE
BIM Homes, Inc. BIM HOMES, INC. ~ 10-12B ~
Boardman & Clark, LLP BAYLAKE CORP BYLK S-4 NASDAQ
Brewer & Pritchard, P.C. VIRTUS OIL & GAS CORP. VOIL S-1 OTC Markets
Cahill Gordon & Reindel LLP ORESSA LTD ~ F-1 ~
Chachas Law Group P.C. SANGUI BIOTECH INTERNATIONAL INC SGBI S-1 OTC Markets
Cooley LLP BENITEC BIOPHARMA LTD/ADR BNIKF F-1 OTC Markets
Cooley LLP NEWLINK GENETICS CORP NLNK S-3 NASDAQ
Cravath, Swaine & Moore LLP AMPLIFY SNACK BRANDS, INC ~ S-1 ~
Cravath, Swaine & Moore LLP COMMUNICATIONS SALES & LEASING, INC. CSAL S-11 NASDAQ
Davis Polk & Wardwell LLP COMMUNICATIONS SALES & LEASING, INC. CSAL S-11 NASDAQ
Davis Polk & Wardwell LLP DIGICEL GROUP LTD ~ F-1 ~
Davis Polk & Wardwell LLP SUNRUN INC. ~ S-1 ~
Davis Wright Tremaine LLP WILLAMETTE VALLEY VINEYARDS INC WVVI S-3 NASDAQ
Dechert LLP BIOTA PHARMACEUTICALS, INC. BOTA S-3 NASDAQ
Dechert LLP FS INVESTMENT CORP FSIC N-2 NYSE
Dickinson Wright PLLC COMMUNITY SHORES BANK CORP CSHB S-1 OTC Markets
DLA Piper LLP GLOBANT S.A. GLOB F-1 NYSE
DLA Piper LLP INTERNATIONAL STEM CELL CORP ISCO S-1 OTC Markets
Eilers Law Group, P.A. ZEV VENTURES INC. ~ S-1 ~
Ellenoff Grossman & Schole LLP HENNESSY CAPITAL ACQUISITION CORP II ~ S-1 ~
Foley & Lardner LLP LM FUNDING AMERICA, INC. ~ S-1 ~
Fredrikson & Byron P.A. NEPHROS INC NEPH S-1 OTC Markets
Freshfields Bruckhaus Deringer US LLP AMERICAN FARMLAND CO ~ S-11 ~
Gibson, Dunn & Crutcher, LLP ATOSSA GENETICS INC ATOS S-1 NASDAQ
Godfrey & Kahn, S.C. BAYLAKE CORP BYLK S-4 NASDAQ
Goodwin Procter LLP AMERICAN FARMLAND CO ~ S-11 ~
Goodwin Procter LLP AMPLIFY SNACK BRANDS, INC ~ S-1 ~
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP THERAVANCE BIOPHARMA, INC. TBPH S-3 NASDAQ
Johnson Pope Bokor Ruppel & Burns, LLP LM FUNDING AMERICA, INC. ~ S-1 ~
Kane Kessler, P.C. AMBICOM HOLDINGS, INC ABHI S-1 OTC Markets
Latham & Watkins LLP DIGICEL GROUP LTD ~ F-1 ~
Latham & Watkins LLP FREEPORT-MCMORAN OIL & GAS INC. ~ S-1 ~
Latham & Watkins LLP MULTI PACKAGING SOLUTIONS INTERNATIONAL LTD ~ S-1 ~
Locke Lord LLP NEWSTAR FINANCIAL, INC. NEWS S-3 NASDAQ
Matheau J. W. Stout, Esq. L&S LIGHT & STRONG LTD. ~ F-1 ~
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. VRINGO INC VRNG S-3 NASDAQ
Morgan, Lewis & Bockius LLP ABEONA THERAPEUTICS INC. ABEO S-3 NASDAQ
Morris, Manning & Martin, LLP PARKVIEW CAPITAL CREDIT, INC. ~ 10-12G ~
Morrison & Foerster LLP CHEROKEE INC CHKE S-3 NASDAQ
Morrison & Foerster LLP INCAPITAL TRUST PRODUCTS II LLC ~ S-3 ~
Morrison & Foerster LLP STEVIA FIRST CORP. STVF S-1 OTC Markets
Nutter, McClennen & Fish, LLP EKSO BIONICS HOLDINGS, INC. EKSO S-3 OTC Markets
Olshan Frome Wolosky LLP ATRM HOLDINGS, INC. ATRM S-1 NASDAQ
Paul, Weiss, Rifkind, Wharton & Garrison LLP CCH I, LLC ~ S-4 ~
Paul, Weiss, Rifkind, Wharton & Garrison LLP EP ENERGY LLC ~ S-4 ~
Petroleum Analytics International, Inc. PETROLEUM ANALYTICS INTERNATIONAL, INC. ~ 10-12G ~
Pillsbury Winthrop Shaw Pittman LLP VERACYTE, INC. VCYT S-3 NASDAQ
Pzena Investment Management, Inc. PZENA INVESTMENT MANAGEMENT, INC. PZN S-3 NYSE
Quarles & Brady LLP CAPSTONE THERAPEUTICS CORP. CAPS S-1 OTC Markets
Robert Brantl, Esq. AOXING PHARMACEUTICAL COMPANY, INC. AXN S-3 NYSE
Ropes & Gray LLP GC AESTHETICS PLC ~ F-1 ~
Ropes & Gray LLP MULTI PACKAGING SOLUTIONS INTERNATIONAL LTD ~ S-1 ~
Ropes & Gray LLP PLANET FITNESS, INC. ~ S-1 ~
Shearman & Sterling LLP CVS HEALTH CORP CVS S-3 NYSE
Shearman & Sterling LLP GC AESTHETICS PLC ~ F-1 ~
Shearman & Sterling LLP ORESSA LTD ~ F-1 ~
Shearman & Sterling LLP THERAVANCE BIOPHARMA, INC. TBPH S-3 NASDAQ
Sichenzia Ross Friedman Ference LLP BITCOIN SHOP, INC. BTCS S-1 OTC Markets
Silverman Shin Byrne & Gilchrest PLLC HEMISPHERX BIOPHARMA INC HEB S-3 NYSE
Simpson Thacher & Bartlett LLP GLOBANT S.A. GLOB F-1 NYSE
Simpson Thacher & Bartlett LLP PLANET FITNESS, INC. ~ S-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP HELMERICH & PAYNE INC HP S-4 NYSE
Skadden, Arps, Slate, Meagher & Flom LLP HENNESSY CAPITAL ACQUISITION CORP II ~ S-1 ~
Snell & Wilmer L.L.P. MERITAGE HOMES CORP MTH S-4 NYSE
Sullivan & Worcester LLP TECOGEN INC. TGEN S-3 NASDAQ
Sutherland Asbill & Brennan LLP ALCENTRA CAPITAL CORP ABDC N-2 NASDAQ
Szaferman, Lakind, Blumstein & Blader, PC COATES INTERNATIONAL LTD \DE\ COTE S-1 OTC Markets
Victor Tshuva & Co. – Law Offices L&S LIGHT & STRONG LTD. ~ F-1 ~
Wachtell, Lipton, Rosen & Katz CCH I, LLC ~ S-4 ~
Wilson Sonsini Goodrich & Rosati, P.C. SUNRUN INC. ~ S-1 ~

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: June 22 – 26

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 value for both traditional and confidential IPOs.


Confidential and uncomplicated for M&A. Click here.

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
ATOSSA GENETICS INC S-1 Aspire Capital Fund, LLC ~ ~
FREEPORT-MCMORAN OIL & GAS INC. S-1 Barclays Capital Inc. ~ ~
BENITEC BIOPHARMA LTD/ADR F-1 BMO Capital Markets Corp. Maxim Group LLC Roth Capital Partners, LLC
THERAVANCE BIOPHARMA, INC. S-3 Cantor Fitzgerald & Co. ~ ~
VERACYTE, INC. S-3 Cantor Fitzgerald & Co. ~ ~
ORESSA LTD F-1 Citigroup Global Markets Inc. ~ ~
COMMUNICATIONS SALES & LEASING, INC. S-11 Citigroup Global Markets Inc. ~ ~
SUNRUN INC. S-1 Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. Morgan Stanley & Co. LLC / Merrill Lynch, Pierce, Fenner & Smith  Inc. / RBC Capital Markets, LLC / KeyBanc Capital Markets Inc. / SunTrust Robinson Humphrey, Inc.
AMERICAN FARMLAND CO S-11 Deutsche Bank Securities Inc. Raymond James & Associates, Inc. FBR Capital Markets & Co. / Janney Montgomery Scott LLC
AMPLIFY SNACK BRANDS, INC S-1 Goldman, Sachs & Co. Jefferies LLC Credit Suisse Securities (USA) LLC / SunTrust Robinson Humphrey, Inc. / William Blair & Company, L.L.C. / Piper Jaffray & Co.
INCAPITAL TRUST PRODUCTS II LLC S-3 Incapital LLC ~ ~
LM FUNDING AMERICA, INC. S-1 International Assets Advisory, LLC ~ ~
DIGICEL GROUP LTD F-1 J.P. Morgan Securities LLC UBS Securities LLC Citigroup Global Markets Inc. / Barclays Capital Inc. / Credit Suisse Securities (USA) LLC
PLANET FITNESS, INC. S-1 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Inc. Jefferies LLC / Credit Suisse Securities (USA) LLC / Guggenheim Securities, LLC / Robert W. Baird & Co. Inc. / William Blair & Company, L.L.C. / Piper Jaffray & Co. / Cowen and Company, LLC
GLOBANT S.A. F-1 J.P. Morgan Securities LLC Citigroup Global Markets Inc. Jefferies LLC / William Blair & Company, L.L.C. / Cowen and Company, LLC / LOYAL3 Securities, Inc.
GC AESTHETICS PLC F-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Deutsche Bank Securities Inc. Cowen and Company, LLC / William Blair & Company, L.L.C.
SANGUI BIOTECH INTERNATIONAL INC S-1 Tarpon Bay Partners, LLC ~ ~
HENNESSY CAPITAL ACQUISITION CORP II S-1 UBS Securities LLC Cantor Fitzgerald & Co. BMO Capital Markets Corp.

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

Have a great week.

The SEC is closed for the Independence Day Holiday: Friday, July 3

In honor of Independence Day (July 4, 2015), the SEC is closed on Friday, July 3, 2015. No files can be received. Plan accordingly with your Vintage Account Team.

jul4th

 

Files submitted after 5:30 pm ET, Thursday, July 2, 2015 will receive a filing date of Monday, July 6, 2015 and will be posted to the public on Monday, July 6, 2015 at 6:00 AM ET.

As with other holiday closings, the following file types will receive a Thursday, July 2, 2015 filing date if filed by 10:00 pm ET on Thursday:

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

For any filing with a due date of Friday, July 3, 2015, the SEC will move the due date to the next business day, Monday, July 6, 2015.

Have a great holiday.

2015 NIRI Annual Conference: “I [heart] IR” hoodie winner photos #2

The National Investor Relations Institute held its 2015 (NIRI) Annual Conference this June 14 – 17 in Chicago. Our account experts are now having follow-up conversations with the attendees, whom are very complimentary to our three Ps of the NIRI conference: participation, products and presence. Yes, even towards the neon yellow booth uniforms we wore: “we sure couldn’t miss seeing you.”

Ta-da.

Scroll for photos #2.  Click here to view photos #1.

PRN_VINTAGE_PRODUCT_FLOW

We also had a GREAT time giving out our I [HEART] IR hoodies and mugs! Below are some of the winners. We should have brought more! 

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More photos to come!

ieCrowd invites individual investors to participate in their NASDAQ-listed IPO with BANQ and VirtualInvestorConferences.com

IPOs are generally unavailable to retail investors, especially NYSE and NASDAQ-listed IPOs… as the investment banks scoop up all the shares and opportunities. That changes this Friday with the first VirtualInvestorConferences.com IPO roadshow.

Innovation Economy Corporation, known as “ieCrowdTM“, a life and health innovations commercialization company, and TriPoint Global Equities, LLC (“TriPoint”), a FINRA member and leading boutique full service investment bank, announced that ieCrowd is opening up its IPO to retail investors nationwide using TriPoint’s online investment platform, BANQ® (www.banq.co) and openly presenting to ALL investors at VirtualInvestorConferences.com.

ENGAGE_LobbyWithoutSignage

ieCrowd plans to list on NASDAQ under the ticker symbol MYIE upon successful completion of its IPO.

“This is a historic day for retail investors, as ieCrowd becomes the first company to use BANQ®, our new and innovative online investment banking platform, to fund its initial public offering,” said Mark Elenowitz, CEO of TriPoint. “We created this unique platform in response to a variety of factors including the evolution of modern investors, who now use the digital and online world to research investment opportunities, and the potential for crowd funded public offerings. BANQ® opens investment opportunities to a wider range of investors who now have access to offerings that were previously limited to a select number of investors.”

banqBANQ®, a division of TriPoint, is the first fully digital online investment banking platform to feature small cap IPOs and is now actively enrolling new accounts, and accepting ieCrowd IPO indications, on a nationwide basis. BANQ®‘s platform provides secure, seamless and compliant introductions of investors to growth companies and investment opportunities.

“VirtualInvesorConferences is proud to be the destination of choice for such an important undertaking,” said John Viglotti, VP, Investor Relations Products and Services. “Since 2010, both Main Street and Wall Street have come to our live investor conferences at par with one another – having 100% equal access to our presenting CEOs. It’s rewarding that VirtualInvesorConferences is helping ieCrowd and BANQ® make IPO investing accessible to retail investors.”

JOIN THE EVENT

DATE: Friday, June 26, 2015
TIME:   12:00 PM EDT
REGISTER NOW: http://tinyurl.com/ieCrowd

This will be a live, interactive online event where investors are invited to ask the company questions in real-time. If attendees are not able to join the event live on the day of the conference, an on-demand archive will be available for 90 days.

It is recommended that investors pre-register to save time and receive event updates.

Learn more about the event: http://VirtualInvestorConferences.com

IPOs and Transactions: June 15 – 19

There were 47 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Enerjex Resources Inc. w/ Reicker, Pfau, Pyle & McRoy LLP and Vanguard Natural Resources Inc. w/ Eagle Rock Energy Partners LP, Paul Hastings LLP and Vinson & Elkins LLP.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.


Confidential and uncomplicated for M&A. Click here.

Law firm / Advisor Registrant Symbol Form Exchange
Andrews Kurth LLP CRESTWOOD EQUITY PARTNERS LP CEQP S-4 NYSE
Baker Botts L.L.P. BOWIE RESOURCE PARTNERS LP ~ S-1 ~
Bass, Berry & Sims PLC GLADSTONE INVESTMENT CORPORATION\DE GAIN N-2 Nasdaq
Clifford Chance US LLP RIVERBANC MULTIFAMILY INVESTORS, INC. ~ S-11 Nasdaq
Cooley LLP OOMA INC ~ S-1 ~
Cooley LLP CHIASMA, INC ~ S-1 Nasdaq
Cooley LLP CONKWEST, INC. ~ S-1 Nasdaq
Cooley LLP NOVABAY PHARMACEUTICALS, INC. NBY S-3 NYSE
Covington & Burling LLP NABRIVA THERAPEUTICS AG ~ F-1 ~
Covington & Burling LLP LIVE OAK BANCSHARES, INC. ~ S-1 Nasdaq
Davis Polk & Wardwell LLP AEGLEA BIOTHERAPEUTICS, INC. ~ S-1 Nasdaq
Dorsey & Whitney LLP ENERGIZER RESOURCES, INC. ENZR S-1 ~
Dorsey & Whitney LLP TIMBERLINE RESOURCES CORP TLR S-3 NYSE
Eagle Rock Energy Partners, L.P. VANGUARD NATURAL RESOURCES, LLC VNR S-4 Nasdaq
Ellenoff Grossman & Schole LLP JM GLOBAL HOLDING CO ~ S-1 ~
Ellenoff Grossman & Schole, LLP OPTEX SYSTEMS HOLDINGS INC OPXS S-1 ~
Fellheimer & Eichen LLP OPTEX SYSTEMS HOLDINGS INC OPXS S-1 ~
Fenwick & West LLP AEGLEA BIOTHERAPEUTICS, INC. ~ S-1 Nasdaq
Gewerter & Dowling,  Attys. at Law ARRINGTON JONES, INC. ~ S-1 ~
Goodwin Procter LLP NEOS THERAPEUTICS, INC. ~ S-1 ~
Goodwin Procter LLP CHIASMA, INC ~ S-1 Nasdaq
Graubard Miller JM GLOBAL HOLDING CO ~ S-1 ~
Greenberg Traurig, P.A. PLATFORM SPECIALTY PRODUCTS CORP PAH S-3 NYSE
Haneberg, PLC WHEELER REAL ESTATE INVESTMENT TRUST, INC. WHLRP S-4 Nasdaq
Hunter Taubman Fischer LLC ONE HORIZON GROUP, INC. OHGI S-3 Nasdaq
Hunton & Williams LLP WHEELER REAL ESTATE INVESTMENT TRUST, INC. WHLRP S-4 Nasdaq
Hunton & Williams LLP RIVERBANC MULTIFAMILY INVESTORS, INC. ~ S-11 Nasdaq
Indeglia & Carney, LLP. HII TECHNOLOGIES, INC. HIIT S-1 Nasdaq
Infinity Energy Resources, Inc. INFINITY ENERGY RESOURCES, INC IFNY S-1 ~
Jones Day CSW INDUSTRIALS, INC. ~ 10-12B ~
Kirkland & Ellis International LLP INNOLIGHT TECHNOLOGY CORP ~ F-1 ~
Latham & Watkins LLP VTV THERAPEUTICS INC. ~ S-1 ~
Latham & Watkins LLP OLLIE’S BARGAIN OUTLET HOLDINGS, INC. ~ S-1 Nasdaq
Latham & Watkins LLP PLATFORM SPECIALTY PRODUCTS CORP PAH S-3 NYSE
LeClairRyan, PC DELCATH SYSTEMS, INC. DCTH S-1 Nasdaq
Locke Lord LLP BERKSHIRE HILLS BANCORP INC BHLB S-4 NYSE
Locke Lord LLP CRESTWOOD EQUITY PARTNERS LP CEQP S-4 NYSE
Luse Gorman, PC BERKSHIRE HILLS BANCORP INC BHLB S-4 NYSE
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. NEOS THERAPEUTICS, INC. ~ S-1 ~
Morgan, Lewis & Bockius LLP POSEIDON CONTAINERS HOLDINGS CORP. ~ F-1 ~
Morgan, Lewis & Bockius LLP DELCATH SYSTEMS, INC. DCTH S-1 Nasdaq
Morgan, Lewis & Bockius LLP AGILE THERAPEUTICS INC AGRX S-3 Nasdaq
Nelson Mullins Riley & Scarborough, LLP UNITED COMMUNITY BANKS INC UCBI S-4 Nasdaq
New Colombia Resources, Inc. NEW COLOMBIA RESOURCES INC NEWC 10-12G ~
Northwest Registered Agent LLC SAVDEN GROUP CORP. ~ S-1 ~
Ollie’s Bargain Outlet Holdings, Inc. OLLIE’S BARGAIN OUTLET HOLDINGS, INC. ~ S-1 Nasdaq
O’Melveny & Myers LLP JUPAI HOLDINGS LTD ~ F-1 ~
Orrick, Herrington & Sutcliffe LLP OOMA INC ~ S-1 ~
Paul Hastings LLP VANGUARD NATURAL RESOURCES, LLC VNR S-4 Nasdaq
Paul Hastings LLP CRESTWOOD EQUITY PARTNERS LP CEQP S-4 NYSE
Paul, Weiss, Rifkind, Wharton & Garrison LLP VTV THERAPEUTICS INC. ~ S-1 ~
Proskauer Rose LLP ASCENA RETAIL GROUP, INC. ASNA S-4 Nasdaq
Reed Smith LLP BIOCARDIA, INC. ~ S-1 ~
Reed Smith LLP YOU ON DEMAND HOLDINGS, INC. YOD S-3 Nasdaq
Reicker, Pfau, Pyle & McRoy LLP ENERJEX RESOURCES, INC. ENRJ S-1 NYSE
Richardson & Patel LLP VIVEVE MEDICAL, INC. VIVMF S-1 ~
Seward & Kissel LLP POSEIDON CONTAINERS HOLDINGS CORP. ~ F-1 ~
Sheppard Mullin Richter & Hampton LLP GIGA TRONICS INC GIGA S-3 Nasdaq
Sidley Austin LLP HANSEN MEDICAL INC HNSN S-3 Nasdaq
Skadden, Arps, Slate, Meagher & Flom LLP INNOLIGHT TECHNOLOGY CORP ~ F-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP JUPAI HOLDINGS LTD ~ F-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP BLACKROCK HEALTH SCIENCES TRUST BME N-2 NYSE
The Doney Law Firm KIRIN CORP. ~ S-1 ~
Thompson Hine LLP MAJESCO ENTERTAINMENT CO COOL S-3 Nasdaq
Troutman Sanders LLP UNITED COMMUNITY BANKS INC UCBI S-4 Nasdaq
Vinson & Elkins L.L.P. BOWIE RESOURCE PARTNERS LP ~ S-1 ~
Vinson & Elkins L.L.P. VANGUARD NATURAL RESOURCES, LLC VNR S-4 Nasdaq
Vinson & Elkins L.L.P. RSP PERMIAN, INC. RSPP S-4 NYSE
Wachtell, Lipton, Rosen & Katz ASCENA RETAIL GROUP, INC. ASNA S-4 Nasdaq
Weil, Gotshal & Manges LLP AMC ENTERTAINMENT INC ~ S-4 ~
Weil, Gotshal & Manges LLP OLLIE’S BARGAIN OUTLET HOLDINGS, INC. ~ S-1 Nasdaq
Wilmer Cutler Pickering Hale and Dorr LLP NABRIVA THERAPEUTICS AG ~ F-1 ~
Wilson Sonsini Goodrich & Rosati, P.C. BIOCARDIA, INC. ~ S-1 ~
Wilson Sonsini Goodrich & Rosati, P.C. CONKWEST, INC. ~ S-1 Nasdaq
Wyrick Robbins Yates & Ponton LLP LIVE OAK BANCSHARES, INC. ~ S-1 Nasdaq

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: June 15 – 19

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 value for both traditional and confidential IPOs.


Confidential and uncomplicated for M&A. Click here.

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
CHIASMA, INC S-1 Barclays Capital Inc. Cowen and Company, LLC William Blair & Company, L.L.C. / Oppenheimer & Co. Inc.
BIOCARDIA, INC. S-1 Cantor Fitzgerald & Co. Roth Capital Partners, LLC Maxim Group LLC
JM GLOBAL HOLDING CO S-1 Cantor Fitzgerald & Co. ~ ~
OPTEX SYSTEMS HOLDINGS INC S-1 Chardan Capital Markets, LLC ~ ~
BOWIE RESOURCE PARTNERS LP S-1 Citigroup Global Markets Inc. Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. / UBS Securities LLC / Credit Suisse Securities (USA) LLC / Stifel, Nicolaus & Company, Inc. /  Brean Capital, LLC
AEGLEA BIOTHERAPEUTICS, INC. S-1 Cowen and Company, LLC UBS Securities LLC BMO Capital Markets Corp. / Wedbush Securities Inc.
INNOLIGHT TECHNOLOGY CORP F-1 Credit Suisse Securities (USA) LLC Barclays Capital Inc. ~
JUPAI HOLDINGS LTD F-1 Credit Suisse Securities (USA) LLC China Renaissance Securities (Hong Kong) Ltd. ~
OOMA INC S-1 Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Inc. JMP Securities LLC / William Blair & Company, L.L.C. / Wunderlich Securities, Inc.
PLATFORM SPECIALTY PRODUCTS CORP S-3 Credit Suisse Securities (USA) LLC Barclays Capital Inc. UBS Securities LLC / Citigroup Global Markets Inc.
OLLIE’S BARGAIN OUTLET HOLDINGS, INC. S-1 J.P. Morgan Securities LLC Jefferies LLC Merrill Lynch, Pierce, Fenner & Smith Inc. / Credit Suisse Securities (USA) LLC / Piper Jaffray & Co. / KeyBanc Capital Markets Inc. / RBC Capital Markets, LLC
NABRIVA THERAPEUTICS AG F-1 Leerink Partners LLC RBC Capital Markets, LLC Needham & Company, LLC / Wedbush Securities Inc.
WHEELER REAL ESTATE INVESTMENT TRUST, INC. S-4 Maxim Group LLC Compass Point Research & Trading, LLC
CONKWEST, INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Citigroup Global Markets Inc. Jefferies LLC / Piper Jaffray & Co. / MLV & Co. LLC
POSEIDON CONTAINERS HOLDINGS CORP. F-1 Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. UBS Securities LLC
VTV THERAPEUTICS INC. S-1 Piper Jaffray & Co. Stifel, Nicolaus & Company, Inc. Canaccord Genuity Inc. / Janney Montgomery Scott LLC
RIVERBANC MULTIFAMILY INVESTORS, INC. S-11 Robert W. Baird & Co. Inc. Keefe, Bruyette & Woods, Inc. ~
DELCATH SYSTEMS, INC. S-1 Roth Capital Partners, LLC ~ ~
LIVE OAK BANCSHARES, INC. S-1 Sandler O’Neill & Partners, L.P. Keefe Bruyette & Woods, Inc. SunTrust Robinson Humphrey, Inc.
NEOS THERAPEUTICS, INC. S-1 UBS Securities LLC BMO Capital Markets Corp. RBC Capital Markets, LLC / JMP Securities LLC

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11 questions answered regarding preparing your first earnings news release

IMAGE_for-PR_darrow3Attendees of the The National Investor Relations Institute 2015 (NIRI) Annual Conference (June 14 – 17, Chicago)  had the opportunity to attended a small-cap IR session taught by subject matter expert Bernie Kilkelly. Fortunately for us, we have Bernie as our expert in our ongoing six-part webinar / podcast series. Please CLICK HERE to listen. Below is insight from our session on earnings releases.   

Q: What is the role of the IRO or the IR consultant in preparing for the company’s first earnings release?

The IR professional manages the release process to ensure the smooth release of earnings information. This process requires significant preparation not just for drafting the release itself but also for the logistics of disseminating the release. If your company is doing a conference call and webcast following the release, the IR professional also manages that process. This involves handling the logistics of the call, preparing the script and Q&A document for the call and most importantly working with management in rehearsing and prepping for the call.

Q: When should the company start preparing for the earnings release?

Preparation should not wait until the quarterly results are available. Instead, doing the work early on related to logistics, planning, and identification of potential issues will allow more time for message development and rehearsals. It is very important to incorporate earnings releases into the annual IR planning calendar. This is so time can be reserved on senior executives’ calendars, not just for the conference call itself but to block out prep time.

You should do this a year in advance – a good practice is to schedule all the quarterly calls for the fiscal year either at one time or on a rolling 12-month basis. When scheduling quarterly calls, it is also very important to consult with the company’s financial reporting team to understand the timeline for filing the company’s Form 10-Q or Form 10-K with the SEC. Many companies try to have the dates for the filing and the earnings release as close together as possible, if not on the same day.

Q: Is it necessary for a newly public small cap or micro-cap company to hold a conference call the first time it reports quarterly earnings? How do you know when the company is ready?

It is important to remember that neither the earnings release nor a conference call is a requirement for a public company. The mandated release of quarterly earnings can be satisfied solely through the filing of the 10-Q or 10-K with the SEC. But in reality, it is a best practice for public companies to issue an earnings release and hold a quarterly conference call with analysts and investors. According to NIRI’s July 2014 Earnings Call Practices Survey, 97 percent of respondents hold a quarterly earnings call. Almost all of the calls are webcast live, and 73% of companies said they provide an archived audio file of the webcast on their IR website.

One of the main reasons that companies hold quarterly calls is for efficiency, especially when you’re talking about a large cap company that has many sell-side analysts following the company and a large number of institutional investors. A conference call and webcast gives the company the opportunity to explain its results to the broadest possible audience while also communicating and reinforcing the company’s strategic messaging. The call also gives management the chance to answer questions in a public forum, although questions typically are asked just by sell-side analysts.

For a small cap company and especially for a micro-cap company, the efficiency reason is not as pertinent. The time and effort to prepare for a conference call is enormous, so every newly-public company should consider whether the return on investment is worth it. If the company only has one or two sell-side analysts and a small institutional investor following, it may make sense to wait a few quarters. Because once you start having quarterly conference calls, you shouldn’t stop having them — that would send a very bad signal to investors. It is also important to remember that conference calls have a long shelf life, being accessible through archives and transcripts, so you must make sure you are ready to put your best foot forward before committing to quarterly calls.

Q: Who should be part of the team in preparing the earnings release?

It is common practice to convene a multi-disciplinary group to discuss the high-level messages for the quarterly earnings release. Participants often include the CEO and CFO, legal, financial reporting, corporate planning and budgeting, treasury, and media relations/corporate communications. The discussion in this meeting should provide the content for the initial draft of the earnings release.

While the release needs to be reviewed by a number of internal stakeholders, everyone involved in the reviewing process must fully understand the highly sensitive nature of the information. The IRO or IR consultant is responsible, along with legal counsel, for making sure that the review group treats the earnings release process as confidential prior to its release to the public.

Once the internal review group has provided feedback, the audit committee of the board of directors and the external auditors should review and comment on the draft earnings release.

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email_bkBernie Kilkelly is a senior investor relations practitioner with over 25 years of experience in designing and running successful IR programs to help companies build shareholder value. His background includes serving as head of investor relations for three public companies in the financial services sector, including Delphi Financial Group, Inc. from 2001 until its acquisition in 2012 by Tokio Marine Group at a 76% premium to its stock price. In addition to serving as a corporate investor relations officer, Mr. Kilkelly has worked at leading investor relations and financial/public relations agencies in New York, including Morgen-Walke Associates, Makovsky & Co. and Robinson Lerer & Montgomery. Mr. Kilkelly is a recognized leader in the investor relations community and has served as a director of the New York Chapter of the National Investor Relations Institute (NIRI) since 2007. He was NIRI-NY Chapter President in 2012 and is currently serving as Vice President-Communications, responsible for the chapter’s website, newsletter and social media.

Connect with Bernie in LinkedIn here.

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Q: What information does the earnings release need to include? How detailed does the release need to be?

A good template for the quarterly earnings release can be found in NIRI’s Standards of Practice for Investor Relations: Earnings Release Content (2013).  According to the standards of practice, a quarterly earnings release should include:

  • Discussion of the quarterly financials
  • Discussion of year-to-date financials
  • Discussion of charges/gains/losses
  • Non-GAAP financial measures
  • Senior management quotes
  • Key events and changes
  • Gross profit or margin, cash flow, and other measures
  • Segment/line of business information
  • Outlook/guidance
  • “Safe harbor” language
  • Financial statements – typically the balance sheet and income statement, plus any segment info or supplemental information

It is always important to show trends in the earnings release. This can be done in the text by discussing percentage increases, but a much better way is to use bullet points or a small table at the beginning of the release to highlight key numbers.

The earnings release should also include the phone and email of a contact person at the company, either the CFO or the IRO, and the phone and email of the outside IR consultant if there is one.

Q: What is the best way to disseminate the earnings release? Is it necessary to use a wire service?

The SEC does not mandate the use of a wire service but it is clearly a best practice to ensure that the earnings release is getting the broadest disclosure and reaching all the important financial outlets. In addition, a good wire service will provide an important editing function since they are used to handling earnings releases and will often spot errors in formatting or other typos.

Q: What documents need to be prepared for the conference call and who should be part of the team in preparing them?

The IR professional is typically responsible for drafting three main documents: 1) a slide deck, 2) prepared remarks that are referred to as the “script,” and 3) a Q&A document to help prepare for the Q&A period of the call. The slide deck is optional but can be helpful in providing a structure for the prepared remarks.

One of the biggest complaints from analysts and investors about conference calls is that the prepared remarks go on for too long, and often include a boring recitation of numbers that have already been included in the earnings release. By using a slide deck, companies can try to keep the numbers discussion shorter and leave more time for high level discussion of strategy and progress toward previously disclosed goals.

The prepared remarks are usually divided between the CEO and CFO, with the CEO providing overview comments and the CFO getting into more detailed discussion of the financial results. The IR professional should ensure that the company’s financial and legal team has time to review the prepared remarks and slide deck to ensure accuracy and compliance with regulatory requirements.

To prepare management for the Q&A portion of the call, many IR professionals research “hot” topics and develop a document that outlines answers to potential questions. This Q&A document often is maintained by the IR professional throughout the quarter. It is also helpful to review questions asked on peer company earnings calls, since many analysts or investors will ask the same question of each management team. The Q&A document should also be used to facilitate a practice session, to better prepare the CEO and CFO for that portion of the call. This practice session also encourages feedback from the senior leadership team, helping to refine responses and ensuring accuracy.

Q: What are the most important logistical steps in preparing for the earnings conference call?

Managing the logistics is equally important to the success of the earnings call. Nothing will derail a good earnings call faster than a phone line that goes dead in the middle of management remarks. Make sure you have a detailed checklist so that nothing is overlooked. The following is a sample list of logistical tasks that should be performed prior to each earnings call:

  • Reserve internal meeting rooms for earnings calls and preparation meetings
  • Reserve audio/visual equipment, as necessary (microphones, sound system, speaker phone, etc.)
  • Arrange earnings conference call with applicable provider, obtain telephone numbers and access codes to provide to those who are authorized to ask questions and those who are not (typically the news media), ensure services include a full transcript and a digital recording of the call, and ensure that service providers do not disclose the date of the company’s call before it is publicly announced
  • Announce the details of the call to investors well in advance, notifying them of the date and time, dial-in and webcast information, and other details for the call; this process includes coordination with third-party data providers, which publicize earnings dates
  • Send the press release to the company’s wire service provider and review the proof:
    • Ensure the Form 8-K and the press release are ready for SEC filing
    • Work with the website team (could be internal or a third party) to:set up a webcast link
    • Ensure posting of documents on website, including the press release, the earnings slides, and any other supplemental information typically posted
    • Set up podcast or audio archive of conference call
  • If applicable, touch base with the company’s social media team to determine appropriate content and timing for social media postings

Q: What is the best time to hold your earnings conference call? Is it best to hold the call a few hours after the release of earnings or is it okay to release after the market and have the call the next morning?

There are pros and cons to both approaches, and it can depend on the company’s geographic location and time zone, and also on whether other peer companies are having calls on the same day. The pros of releasing after the market and having the call the next morning is that it allows you to get some market reaction, especially from sell-side analysts, which will help management prepare for the call. For a small cap company which does not have a large sell-side following this can be a good way to go. For companies with a larger following it is usually preferred to have the call soon after the release of earnings.

Q: Should you screen the callers for the Q&A portion of the call and is it okay to not let certain analysts or investors ask questions?  

Yes, I recommend that callers be screened because there have been numerous widely publicized incidents of people who have come on calls and asked inappropriate questions. I do not recommend blacklisting anyone from the call unless there is a history of them being abusive. It is also important to limit each questioner to two or at the most three questions each, and if they try to ask more then to ask them to let others have a chance and to get back in the queue.

Q: How long should the call go? Should it be limited to one hour or should you let it go over if people are asking a lot of questions?  

The call should have a strict one hour time limit, regardless of how many questions are being asked.

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