Monthly Archives: August 2015

IPOs and Transactions: August 24 – 28 / plus M&A quick sheet

There were 42 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Advanced Inhalation Therapies LTD. w/ Loeb & Loeb LLP and Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, ISORAY Inc. with Gallagher & Kennedy PA and Immune Pharmaceuticals Inc. w/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC.

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Law firm / advisor Registrant Symbol Form Exchange
Akerman LLP NV5 HOLDINGS, INC. NVEEU S-3 NASDAQ
Akin Gump Strauss Hauer & Feld LLP GULFPORT ENERGY CORP GPOR S-4 NASDAQ
Alston & Bird LLP SEACOAST BANKING CORP OF FLORIDA SBCF S-3 NASDAQ
Barack Ferrazzano Kirschbaum & Nagelberg LLP QCR HOLDINGS INC QCRH S-3 NASDAQ
Barley Snyder LLP JUNIATA VALLEY FINANCIAL CORP JUVF S-4 OTC Markets
Bingham Greenebaum Doll LLP FIRST MERCHANTS CORP FRME S-4 NASDAQ
Bracewell & Giuliani LLP ALLEGIANCE BANCSHARES, INC. ~ S-1 ~
Burningham & Burningham UAS DRONE CORP. ~ S-1 ~
Cooley LLP CORTENDO AB ~ F-1 ~
Cooley LLP GERON CORP GERN S-3 NASDAQ
Cooley LLP SEQUENOM INC SQNM S-3 NASDAQ
Day Pitney LLP SBT BANCORP, INC. SBTB S-1 OTC Markets
Dorsey & Whitney LLP HEARTLAND FINANCIAL USA INC HTLF S-4 NASDAQ
Dorsey & Whitney LLP NOBILIS HEALTH CORP. HLTH S-1 NYSE
Ellenoff Grossman & Schole LLP TEMPUS APPLIED SOLUTIONS HOLDINGS, INC. ~ S-3 ~
Emerson Equity LLC GWG HOLDINGS, INC. GWGH S-1 NASDAQ
Fainsbert Mase Brown & Sussman, LLP ELIO MOTORS, INC. ~ 1-A ~
Foley & Lardner LLP LINDBLAD EXPEDITIONS HOLDINGS, INC. LIND S-3 NASDAQ
Gallagher & Kennedy, P.A. ISORAY, INC. ISR S-3 NYSE
Gibson, Dunn & Crutcher LLP WILLIS GROUP HOLDINGS PLC WSH S-4 NYSE
Greenbaum, Rowe, Smith & Davis LLP ANADIGICS INC ANAD S-3 NASDAQ
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ALDEYRA THERAPEUTICS, INC. ALDX S-3 NASDAQ
Hogan Lovells US LLP SBT BANCORP, INC. SBTB S-1 OTC Markets
Jones & Keller, P.C. MIDWEST HOLDING INC. ~ S-4 ~
Kilpatrick Townsend & Stockton LLP ALLEGIANCE BANCSHARES, INC. ~ S-1 ~
Kilpatrick Townsend & Stockton LLP COASTAL FINANCIAL CORP ~ 1-A ~
Kilpatrick Townsend & Stockton LLP FIRST MERCHANTS CORP FRME S-4 NASDAQ
Kirkland & Ellis LLP ACELITY HOLDINGS, INC. ~ S-1 ~
Kirkland & Ellis LLP ALLY AUTO ASSETS LLC ~ S-3 ~
Latham & Watkins LLP CYTOMX THERAPEUTICS, INC. ~ S-1 ~
Latham & Watkins LLP MIRNA THERAPEUTICS, INC. ~ S-1 ~
Loeb & Loeb LLP ADVANCED INHALATION THERAPIES (AIT) LTD. ~ F-1 ~
LookSmart Group, Inc. LOOKSMART GROUP, INC. ~ 10-12G ~
Lowe, Fell & Skogg, LLC ELIO MOTORS, INC. ~ 1-A ~
Maslon LLP GWG HOLDINGS, INC. GWGH S-1 NASDAQ
Mayer Brown LLP ALLY AUTO ASSETS LLC ~ S-3 ~
Maynard, Cooper & Gale, P.C. NATIONAL COMMERCE CORP NCOM S-4 NASDAQ
Miller Nash Graham & Dunn LLP COASTAL FINANCIAL CORP ~ 1-A ~
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. IMMUNE PHARMACEUTICALS INC IMNP S-3 NASDAQ
Mitchell, Silberberg & Knupp LLP VBI VACCINES INC. VBIV S-3 NASDAQ
Morgan, Lewis & Bockius LLP GLOBAL CURRENCY GOLD TRUST ~ S-1 ~
Morrison & Foerster LLP WASHINGTON GAS LIGHT CO ~ S-3 ~
Pillsbury Winthrop Shaw Pittman LLP RENEWABLE ENERGY GROUP, INC. REGI S-3 NASDAQ
Pryor Cashman LLP MARINA BIOTECH, INC. MRNA S-1 OTC Markets
Reed Smith LLP CORTENDO AB ~ F-1 ~
Rhoads & Sinon LLP JUNIATA VALLEY FINANCIAL CORP JUVF S-4 OTC Markets
Richardson & Associates MED-X, INC. ~ 1-A ~
Ropes & Gray LLP MIRNA THERAPEUTICS, INC. ~ S-1 ~
Securities Compliance Group, Ltd. BEBUZEE LTD. ~ F-1 ~
Sheppard, Mullin, Richter & Hampton LLP HEARTLAND FINANCIAL USA INC HTLF S-4 NASDAQ
Sidley Austin LLP CYTOMX THERAPEUTICS, INC. ~ S-1 ~
Simpson Thacher & Bartlett LLP ACELITY HOLDINGS, INC. ~ S-1 ~
Simpson Thacher & Bartlett LLP OAKTREE CAPITAL GROUP, LLC OAK S-3 NYSE
Skadden, Arps, Slate, Meagher & Flom LLP GAMING & LEISURE PROPERTIES, INC. GLPI S-4 NASDAQ
Smith Mackinnon, PA NATIONAL COMMERCE CORP NCOM S-4 NASDAQ
Towers Watson & Co. WILLIS GROUP HOLDINGS PLC WSH S-4 NYSE
Wachtell, Lipton, Rosen & Katz GAMING & LEISURE PROPERTIES, INC. GLPI S-4 NASDAQ
Weil, Gotshal & Manges LLP WILLIS GROUP HOLDINGS PLC WSH S-4 NYSE
Wilson Sonsini Goodrich & Rosati, PC PFENEX INC. PFNX S-3 NYSE
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP ADVANCED INHALATION THERAPIES (AIT) LTD. ~ F-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: August 24 – 28

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.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3+
ADVANCED INHALATION THERAPIES (AIT) LTD. F-1 Aegis Capital Corp. ~ ~
MIRNA THERAPEUTICS, INC. S-1 Citigroup Global Markets Inc. Leerink Partners LLC Oppenheimer & Co. Inc. / Cantor Fitzgerald & Co.
GWG HOLDINGS, INC. S-1 Emerson Equity LLC ~ ~
ACELITY HOLDINGS, INC. S-1 J.P. Morgan Securities LLC Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Inc. / Morgan Stanley & Co. LLC / Barclays Capital Inc. / Credit Suisse Securities (USA) LLC / RBC Capital Markets, LLC / UBS Securities LLC
SBT BANCORP, INC. S-1 Keefe, Bruyette & Woods, Inc. ~ ~
CORTENDO AB F-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Stifel, Nicolaus & Company, Inc. JMP Securities LLC / Roth Capital Partners, LLC / Arctic Securities AS
CYTOMX THERAPEUTICS, INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Jefferies LLC Cowen and Company, LLC / Oppenheimer & Co. Inc.
ANADIGICS INC S-3 MLV & Co. LLC ~ ~
GERON CORP S-3 MLV & Co., LLC ~ ~
ALLEGIANCE BANCSHARES, INC. S-1 Robert W. Baird & Co. Inc. Stephens Inc. Keefe, Bruyette & Woods, Inc. / Sandler O’Neill & Partners, L.P.

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 Labor Day: Monday, September 7

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In honor of Labor Day, the SEC is closed on Monday, September 7, 2015. No files can be received.

Files submitted after 5:30 pm ET, Friday, September 4, 2015 will receive a filing date of Tuesday, September 8, 2015 and will be posted to the public on September 8, 2015 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, September 4, 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, September 7, 2015, the SEC will move the due date to the next business day, Tuesday, September 8, 2015.

Have a great long weekend.

…Tuesday, Wednesday, Kudosday…

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If you work in the corporate compliance and securities law niche, you know clients are very close-to-the-vest in regard to “testimonials.” That said, our staff gets a lot of praise daily – and we can’t not share the good news (anonymized for privacy). Sales can offer you full named references.

Here are this week’s: 

 

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Kudos to our Transactions team

It was a stressful day today going right down to the wire but I really appreciate that you all kept your cool.  We got it sorted out and that the filing did indeed occur on time.  Many thanks.

 

 

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.Kudos to our EDGAR team

We wanted to let you know that we thought your team did an excellent job today with the short notice.  Thanks again for all of your help.  Both filings made it in before 5:30pm, which is much appreciated.

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.Kudos to the Entire team

Awesome job team!!  This is why I never call back any of those other reporting agencies trying to get my business!!  Thanks so much!  Hopefully the remaining of your filing month will not be too bad.  Chat with you again in [ NEXT MONTH ]!

 

 

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.Kudos to our EDGAR team

I hope each of you are well. It was a pleasure working with you and your team [ THIS QUARTER ].

That was the first time we had gone through the entire process of preparing and filing a 10-K, and we honestly couldn’t have done it if we didn’t have such a great team at Vintage. Thank you very much.

 

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.Kudos to our Transactions team

Thank you very much for all your help during this filing process which was more difficult than usual due to our own extraneous circumstances.

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Thanks to our experts for delivering intelligent value!

XBRL: creating a culture of quality – free webinar, September 3

SEC-logocheckVintage is pleased to be a founder of the XBRL US Center for Data Quality with the steadfast goal of improving the utility of XBRL financial data filed with the SEC. There is no avoiding the discussion that XBRL has lacked “enthusiasm” from the capital markets – without regulatory repercussions. SEC Chairman White has stated that is changing.

Please join the XBRL US Center for Data Quality members for a free webinar featuring representatives from data providers Bloomberg and Calcbench on problems they deal with in XBRL filings, on how they are using XBRL data in their business and why they decided to join an initiative to improve the quality of XBRL filings.

Pre-registration is suggested – you’ll be sent calendar alerts and reminders.

DATE: September 3, 2015email_button

TIME: 3:00 PM ET

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This webinar will cover:

  • The XBRL US Center for Data Quality – an initiative to provide open, freely available rules and guidance that public companies and their service providers can use to create better quality XBRL data
  • Errors in XBRL Financials – Bloomberg and Calcbench on the kinds of errors identified, importance of data quality and how they’re using XBRL data
  • Review of Draft Rules – learn about the rules that have been developed and how you can comment on the rules during the Public Review period

You’ll also learn about a Public Review now underway as part of this data quality program to create rules that can be used by preparers to improve their XBRL-formatted financials.

74% of Buy-side analysts access news releases on their street portal

At the highest level, investor relations is not about disseminating news but more accurately delivering news to a defined – and contractually obligated – set of “customers.” These customers are, of course, investors and the contract is clearly the holding of issuer shares.

When this vocabulary of customers and contracts is used, it is fairly easy to see why the once greatly trumpeted “web disclosure for investor relations” fizzed out. In fact, it was not a topic at the NIRI annual conference this year.

Briefly, web disclosure is the SEC’s 2008 and 2012 guidance that allows issuers to use their corporate websites and/or social media as a Reg FD media. Sounds logical… especially if you are a communications pundit… however, it can be terrible customer service. Rather than placing material news releases within their Street Portal (Bloomberg, FactSet, etc.), web disclosure disrupts this professional workflow – forcing institutional investors and analysts to interact with issuer news ad hoc. That is the exact opposite of what these customers want.

What, me biased? Of course I want you to use a wire service. Preferably ours. To counter this slightly predisposed view, we commissioned a study from industry stalwart Rivel Research. Rivel surveyed 291 Buy-side analysts, worldwide.

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74% reported they read / access issuer disseminated news releases within their capital markets Wall Street intelligence portals like Bloomberg, FactSet and Thomson. Place your news where the customer wants it. 

It is important to understand that analyst research is a mosaic and the surveyed North American analysts cited more than a single news source: directly from an issuer (39%) and general Yahoo!-ish news portals (14%) – totaling over 100%.

The take-away from this? If the attraction of web disclosure was the need to contain costs, I suggest you merge the strategy of your news distinction in unison as the strategy of the individual news itself… and then speak with your newswire representative – ahem – preferably ours. We have several clients that range from micro to mega-cap, who sculpt an intelligent, targeted high efficacy plan for their shareholder communications – including utilizing web disclosure.

As discussed here, spend where it drives your business to excel.

Vintage Data Room Powered by EthosData Awarded Virtual Data Room Rising Star-U.S. from Acquisition International

Multi-award winning platform additionally recognized as Most User Friendly at annual M&A Awards

NEW YORK, August 25, 2015 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today released that Acquisition International, a global corporate finance publication, has announced that the company’s Virtual Data Room platform, offered in partnership with EthosData has been presented Virtual Data Room Rising Star – U.S. at the 2015 M&A Awards.

Virtual Data Room Rising Star - US

In addition to Virtual Data Room Rising Star – U.S., the platform also won:

  • Most User Friendly Dataroom
  • Virtual Data Room Provider of the Year – China
  • Virtual Data Room Provider of the Year – India
  • Virtual Data Room Provider of the Year – Spain

“Vintage’s partnership with EthosData has become an important link in our intelligent value chain,” said Liam Power, president of Vintage. “Having our collaboration recognized with such an important award validates the teamwork our joint efforts bring to our clients.”

The prestigious Acquisition International M&A Awards celebrate the outstanding efforts and achievements of organizations involved in identifying, coordinating and seeing through to completion those important deals that could make a huge difference to a business, a local economy or even an entire country. These awards recognize the dedicated and experienced investors, advisers, financiers and service providers who have been selected for their expertise in their specialized field and, most crucially, nominated by their clients and peers.

V-5stagesM&A

To help guide companies through their first M&A experience, Vintage recently published the “The Five Stages of M&A” one-sheet guide which illustrates a high-level overview of the M&A process. Download it here. 

All of the awards are handed out solely on merit and are given to commend those most deserving for exceptional service over the last 12 months. Now in their fourth year and distributed and promoted across thier established media outlets and platforms, Acquisition International’s M&A Awards have rapidly become one of the most important and highly respected programs of the year.

“This is the third year in a row that the readers of Acquisition International award our data room service this distinction. We are very proud of this and will keep working hard to provide the best service and the most secure, easiest to use dataroom” says Francisco Lorca, Founder and CEO, EthosData.

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 EthosData

EthosData is a leading global provider of Virtual Data Rooms managed and owned by M&A and corporate experts with executive experience at McKinsey & Co., GE Capital, Credit Suisse and First Data. EthosData is partly owned Moody’s Analytics. With offices in the main financial hubs in Asia, Europe and the Americas, EthosData is uniquely positioned to serve their clients globally.

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

bradley.smith@prnewswire.com

IPOs and Transactions: August 14 – 21 / plus M&A quick sheet

There were 34 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week.  We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.

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Law firm / advisor Registrant Symbol Form Exchange
Aclaris Therapeutics, Inc. ACLARIS THERAPEUTICS, INC. ~ S-1 ~
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC MRI INTERVENTIONS, INC. MRIC S-3 OTC Markets
Barack Ferrazzano Kirschbaum & Nagelberg LLP MIDWESTONE FINANCIAL GROUP, INC. MOFG S-3 NASDAQ
Bryan Cave LLP GRAYBAR ELECTRIC CO INC ~ S-1 ~
Bulletproof Brands Co Inc. BULLETPROOF BRANDS CO INC ~ 1-A ~
Chapman and Cutler LLP NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND ~ N-2 ~
Choate, Hall & Stewart LLP AGENUS INC AGEN S-3 NASDAQ
Cleary Gottlieb Steen & Hamilton LLP PETCO HOLDINGS INC ~ S-1 ~
Clifford Chance US LLP MEDEQUITIES REALTY TRUST, INC. ~ S-11 ~
Cooley LLP ACLARIS THERAPEUTICS, INC. ~ S-1 ~
Cooley LLP SYNCARDIA SYSTEMS INC ~ S-1 ~
Covington & Burling, LLP SYNCARDIA SYSTEMS INC ~ S-1 ~
Cravath, Swaine & Moore LLP MPLX LP MPLX S-4 NYSE
Davis Polk & Wardwell LLP REGENXBIO INC. ~ S-1 ~
Debevoise & Plimpton LLP SITEONE LANDSCAPE SUPPLY, INC. ~ S-1 ~
Ellenoff Grossman & Schole LLP PACIFIC SPECIAL ACQUISITION CORP. ~ S-1 ~
Ellenoff Grossman & Schole LLP COPSYNC, INC. COYN S-1 OTC Markets
Ellenoff Grossman & Schole LLP GENIUS BRANDS INTERNATIONAL, INC. GNUS S-1 OTC Markets
Graubard Miller PACIFIC SPECIAL ACQUISITION CORP. ~ S-1 ~
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP REGENXBIO INC. ~ S-1 ~
Harter Secrest & Emery LLP COPSYNC, INC. COYN S-1 OTC Markets
Hunton & Williams LLP STOCK BUILDING SUPPLY HOLDINGS, INC. STCK S-4 NASDAQ
Jones Day MPLX LP MPLX S-4 NYSE
K&L Gates LLP NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND ~ N-2 ~
KHLK LLP VIRTUAL COMMUNICATIONS CORP ~ 1-A ~
Kirkland & Ellis LLP STOCK BUILDING SUPPLY HOLDINGS, INC. STCK S-4 NASDAQ
Latham & Watkins LLP ACLARIS THERAPEUTICS, INC. ~ S-1 ~
Latham & Watkins LLP ADS WASTE HOLDINGS, INC. ~ S-1 ~
Latham & Watkins LLP SURGERY PARTNERS, INC. ~ S-1 ~
Locke Lord LLP NEWSTAR FINANCIAL, INC. NEWS S-4 NASDAQ
Manatt, Phelps & Phillips, LLP SUPERCONDUCTOR TECHNOLOGIES INC SCON S-1 NASDAQ
Morgan, Lewis & Bockius LLP CENTENE CORP CNC S-4 NYSE
Morrison & Foerster LLP MEDEQUITIES REALTY TRUST, INC. ~ S-11 ~
Ogier PACIFIC SPECIAL ACQUISITION CORP. ~ S-1 ~
Parsons/ Burnett/ Bjordahl/ Hume, LLP WIGI4YOU, INC. ~ S-1 ~
Pepper Hamilton LLP RECRO PHARMA, INC. REPH S-3 NASDAQ
Quattlebaum, Grooms & Tull PLLC SIMMONS FIRST NATIONAL CORP SFNC S-4 NASDAQ
Quick Law Group, P.C. BREATHE ECIG CORP. BVAP S-1 OTC Markets
Ropes & Gray LLP PETCO HOLDINGS INC ~ S-1 ~
Ropes & Gray LLP SURGERY PARTNERS, INC. ~ S-1 ~
Schulte Roth & Zabel LLP TIPTREE FINANCIAL INC. TIPT S-3 NASDAQ
Shearman & Sterling LLP ADS WASTE HOLDINGS, INC. ~ S-1 ~
Sichenzia Ross Friedman Ference LLP GENIUS BRANDS INTERNATIONAL, INC. GNUS S-1 OTC Markets
Simpson Thacher & Bartlett LLP CIFC LLC ~ S-4 ~
Simpson Thacher & Bartlett LLP SITEONE LANDSCAPE SUPPLY, INC. ~ S-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP CENTENE CORP CNC S-4 NYSE
Strategic Global Investments, Inc. STRATEGIC GLOBAL INVESTMENTS INC STBV 1-A OTC Markets
Szaferman, Lakind, Blumstein & Blader, PC US EXPORT, INC. ~ S-1 ~
The Law Offices of Thomas C. Cook INFINITY DISTRIBUTION INC. ~ S-1 ~
Troutman Sanders LLP MIDSOUTH BANCORP INC MSL S-3 NYSE
Wieland & Condry, LLC SIMMONS FIRST NATIONAL CORP SFNC S-4 NASDAQ
Wilson Sonsini Goodrich & Rosati PC VIRNETX HOLDING CORP VHC S-3 NYSE

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: August 17 – 21

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.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
ACLARIS THERAPEUTICS, INC. S-1 Jefferies LLC Citigroup Global Markets Inc. William Blair & Company, L.L.C.
ADS WASTE HOLDINGS, INC. S-1 Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Barclays Capital Inc. / Merrill Lynch, Pierce, Fenner & Smith Inc. / Macquarie Capital (USA) Inc. / Morgan Stanley & Co. LLC / UBS Securities LLC / Wells Fargo Securities, LLC / First Analysis Securities Corp.
BREATHE ECIG CORP. S-1 FirstFire Global Opportunities Fund LLC ~ ~
COPSYNC, INC. S-1 Maxim Group LLC ~ ~
GENIUS BRANDS INTERNATIONAL, INC. S-1 Chardan Capital Markets, LLC ~ ~
MEDEQUITIES REALTY TRUST, INC. S-11 FBR Capital Markets & Co. J.P. Morgan Securities LLC Citigroup Global Markets Inc. / KeyBanc Capital Markets Inc. / RBC Capital Markets, LLC
PACIFIC SPECIAL ACQUISITION CORP. S-1 EarlyBirdCapital, Inc. ~ ~
PETCO HOLDINGS INC S-1 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Inc. J.P. Morgan Securities LLC / Credit Suisse Securities (USA) LLC / Deutsche Bank Securities Inc. / Morgan Stanley & Co. LLC / Wells Fargo Securities, LLC
REGENXBIO INC. S-1 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith  Inc. Piper Jaffray & Co. / Chardan Capital Markets, LLC
SITEONE LANDSCAPE SUPPLY, INC. S-1 Deutsche Bank Securities Inc. Goldman, Sachs & Co. UBS Securities LLC
SURGERY PARTNERS, INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Goldman, Sachs & Co. Jefferies LLC / Citigroup Global Markets Inc. / Morgan Stanley & Co. LLC / Credit Suisse Securities (USA) LLC / Raymond James & Associates, Inc. / RBC Capital Markets, LLC / Stifel, Nicolaus & Company Inc.
SYNCARDIA SYSTEMS INC S-1 Roth Capital Partners, LLC ~ ~
VIRNETX HOLDING CORP S-3 Cowen and Company, LLC ~ ~

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

Have a great week.

11 questions answered about building your first IR website

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Please CLICK HERE to listen to all ARCHIVE podcasts in the series.

Although my pedigree is deep (and biased) in regard to investor relations websites, I felt having an independent voice present “must practices” for the development and management of an IR website.

(Admittedly, my goal would be to sell you one of our excellent IR Rooms.

We asked our small-cap expert Bernie Kilkelley for his advice – in the fourth session of our six-part webinar series “What You Must Know Before and After Your IPO.” Bernie has a deep knowledge both for large and small company investor relations.

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Q: When should a newly public company launch its website?  Is it important to have the website ready right after the IPO?

Yes it is critical to have your IR website ready to go as soon as the company is public.  Your IR website is the most important source of information for investors that is under your control, so you should make sure it is effective.  Surveys have shown that 75% of institutional investors and analysts use the IR websites of companies they own or are considering buying at least once a week.  So you can be sure that once a stock starts trading there will be a lot of investors and analysts looking for information and the first place they will typically go is to your IR website.

Q: When should you start developing the IR website and who should be involved?

The IRO should be the project manager for the website and the work should be started as soon as the company files to go public.  The site can be developed and kept in a test environment so that it is ready to be turned on live after the IPO.  The team should include your general counsel and corporate secretary, finance, and corporate communications or PR.

Q: Is it best to use a vendor that specializes in IR websites, or is it okay to build the IR website using internal resources?

If your company is large enough where you have an in-house staff that designs and maintains your corporate website, you should certainly use their expertise to make sure that your IR website has the same look and feel as the corporate website.  But in developing the content for the IR website and maintaining the site, I recommend using one of the vendors that specialize in this.  This is especially true for smaller companies that don’t have in-house web designers.  By using one of these vendors you are making sure you have the latest technology and the expertise they bring from having done many other IR websites.  These vendors also can bring data feeds and other resources to your site that help automate information such as stock quotes, historical prices, news release archives and webcast archives.

Q: What are the requirements for an IR website?  Are there different requirements for a small cap company vs. a large cap company?  

The SEC has several regulations that need to be followed if a public company has a corporate website.  As part of the Sarbanes-Oxley rules from 2002, companies are required to post Section 16 filings of changes to insider ownership the day they are filed, and must keep them archived for one year.  In 2005, the SEC issued rules that filing companies need to post their 10-K and 10-Q financial statements in XBRL format.  There are also rules pertaining to Notice & Access of proxy materials that were issued in 2009, which require companies to post proxy materials on an independent website.  This doesn’t have to be the company’s own site, but if a company doesn’t post the materials on their own site it should have easily accessible links from the IR website.

While the SEC requirements regarding corporate websites are not extensive, there are many best practices that have evolved over time.  There are several basics that should be part of every IR website no matter what market cap or type of company.  Having a good IR website is a relatively easy and inexpensive way for a small cap company to look bigger by providing the same level of information as a large cap company.  This sends a message to investors and analysts that your company is committed to IR and to attracting investors.

The first basic item is a clear and visible link from the corporate home page.  My preference is to have a direct, one-click link on the home page that says “Investors.”  Some companies put the IR site as one of several links under an “About Us” menu, but that just makes investors and analysts spend time searching, which you don’t want.

The second basic is that the IR website should have a similar design as the corporate website, or at least have similar graphics and navigation.  You want to have continuity with the corporate home page and website so that investors don’t feel like they’re on a different site.

The third basic is to have an easy to navigate menu that lists all the contents of the IR website, without a lot of sub-menus.  I’ll get into what those contents should include, but without an easy to use menu it makes it difficult for investors to find what they want.

The fourth basic is an easy way for investors to request info and/or sign up for an IR email list or an RSS feed.  As part of this, it is also important to have contact information.  If possible you should include the name and email of the investor relations person for the company so that investors have a point of contact, not a generic email.

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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 are the must-haves for the content of the IR website? 

Some of the must-haves are:

  • Company profile
  • Stock quote
  • Historical pricing
  • Fact sheet – make sure you have a pdf that can be easily printed
  • News release archive
  • Quarterly earnings archive with releases, conference call webcasts, slides or transcripts if available – make quarterly financials available in multiple formats including Excel downloads
  • SEC filings – make these filings easily searchable and available in multiple formats including XBRL
  • Bios of executive officers and directors – photos are also nice to have
  • Corporate governance info such as board committee members and charters
  • Calendar of events – make sure to include an archive of past events and copies of presentations
  • Current investor presentation
  • Analyst coverage – list of analyst name and their firms
  • Frequent asked questions page – this typically includes basic info on the stock such as the symbol and CUSIP number, trading exchange and transfer agent info.
  • Contact info and an easy way to sign up for email alerts or RSS feeds

Q: What other bells and whistles can be added to set a website apart? 

I don’t recommend that newly public companies add too many bells and whistles to your IR website when it is first launched.  A lot of the bells and whistles you can find on IR websites are for large cap companies that have a long trading history so have many long-time shareholders.  Many of these websites will have cost-basis calculators, history of stock splits – which may not be appropriate for new companies with no history.

Q: Can a company use its IR website as the primary way to disclose information to investors and analysts?

The SEC issued guidance in 2008 on the use of corporate websites for dissemination of information, and whether this would satisfy Reg FD requirements.  In general, the SEC said that companies could use their websites to disseminate info but the hurdles for satisfying Reg FD are very high.  For example, companies had to make sure that the public knows that the website will be used as the primary way to communicate.  As a result, very few companies are doing this.  NIRI did a survey in 2012 and 88% of companies said they had no plans to use their website as the exclusive means of disseminating info.

Q: Should you be concerned about the traffic to your website and are there ways to increase visitors?

You should be regularly monitoring the traffic to your website and your IR website host should provide you with regular statistics on the number of unique visitors and page views so that you can see how investors are using your site.  They should also be able to provide you with info on where visitors are coming from, for instance are they coming from Google searches on your company name or are they coming from brokerage firm sites like Fidelity or eTrade.  One easy way to drive traffic to your IR website is to include a direct link to the IR site on your press releases, rather than using the corporate website address.

Q: Should you be careful about linking to outside data sources?

Yes, when you are using outside data sources for stock price or historical information, make sure to clearly indicate the source and include necessary disclaimers.  For links to items like conference call transcripts, you may want to provide an intermediate screen that indicates the user will be redirected.  The SEC included guidance on the use of hyperlinks to third-party information in their guidance on corporate websites.

Q: Should you include social media feeds on your IR website?  

If your company is using social media as part of your IR communications strategy, you should integrate this onto your IR website to give it increased visibility.  But for most newly public companies, I would recommend waiting and focusing on the website itself first and getting that right before spending time and resources on launching a social media program.

Q: Is it important to have a separate IR website designed for use on mobile phones?     

With the majority of internet traffic migrating to mobile devices it is increasingly important to have mobile versions of websites to optimize the user experience.   Many older versions of mobile IR websites remove most of the graphics and slim down the content, which can make the site much less effective.  As part of the initial design of your IR website you should work on development of a mobile site and if possible launch it together with the main site, or sometime soon after.

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