Monthly Archives: January 2016

Should I stay or IPO now? (In 2016, it could depend on your sector)

When planning an IPO, proper timing and pricing are perhaps the most important decisions to be made. However, with volatile markets, interest rate increases and an ongoing economic recovery, significant questions exist about whether the current environment is conducive to going public. The answer is that at any time, IPOs in some sectors are more likely to succeed than others due to a combination of factors.

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In 2015, 173 U.S. companies held IPOs and their stocks are trading at an average of 5% below their IPO price. This suggests that investors – especially large, institutional investors – don’t have a strong appetite for IPOs at this time. Furthermore, the Federal Reserve’s recent interest rate hike may affect the immediate demand for IPOs.

But the fact is, a company’s prospects will vary depending on the market conditions in its specific industry. Consider ttechnology and healthcare…

A PwC report on Q3 U.S. technology IPOs found the market was quiet. The two U.S. tech IPOs in Q3 were worth $168 million – a sharp drop from the same period last year, when the equivelent number brought in $524 million. Certainly, several tech startups that had been planning IPOs recently decided the timing wasn’t right and dropped their plans to go public, citing poor or unstable market conditions that wouldn’t support the share valuations they felt their companies deserved. Many others that have gone ahead with their plans are pricing shares at the lower end of their projected ranges.

It’s worth noting, however, that the prospect of a lower share prices shouldn’t necessarily scupper plans for an IPO. Online payment startup Square, for example, recently decided to proceed with its listing despite drastically cutting its share price to $9 – an amount that valued the company billions of dollars lower than what private investors estimated only last year. However, on the day it went public, Square’s stocks jumped by 45%, demonstrating that investors could simply be skeptical of the potential overvaluation of tech companies, rather than of market conditions in general.

In comparison, the healthcare sector is experiencing a boom of IPO activity. Health care accounted for more than half of the U.S. IPOs in Q3 and has been by far the most popular sector for deals each quarter for more than a year. The sector even traded slightly up during Q3 – posting a 2% return on average – making it a relative bright spot compared to the overall negative trend in 2015.

Ultimately, investor confidence will be the largest determining factor in the strength of the IPO market in the months ahead. While stronger economic fundamentals and more stable markets are expected for the 2016, companies would be well-advised to focus on sector-specific conditions, rather than the overall market, when determining the ideal time to go public.

WEBINAR 1/27: Preparing for Say-on-Pay disclosure and XBRL reporting

The SEC has adopted a pay ratio disclosure rule – Item 402 of Reg S-K – requiring public companies to disclose:

  • The annual total compensation of the CEO
  • The median of the annual total compensation of all employees other than the CEO
  • The ratio of these amounts

SCALEThe SEC has provided a transition period: generally most issuers will first be required to include their pay ratio disclosure in 2018, or later in the case of companies that are new SEC registrants. The initial pay ratio disclosure will be required with respect to compensation for a company’s first full fiscal year that begins on or after January 1, 2017. And XBRL will have a role.

Say-on-Pay data tagging using XBRL

The SEC has also stated that the disclosure provided, including footnotes, be XBRL tagged. This is the first instance that XBRL tagging would be required for data outside the financial statements.

For a direct dialog with the SEC on this, you are invited – FREE – to join an open webinar with Mike Willis, the SEC’s Assistant Director, Office of Structured Disclosure, Division of Economics and Risk Analysis (& XBRL guru) in his discussion with XBRL US member Gordon Ruckdeschel, VP, Operations at Vintage.

  • Wednesday, January 27 ~ 3:00 PM ET
  • LOG IN HERE
  • This event is free to participants but CPE credit can be obtained for $49

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The conversation will include the status of the current program for XBRL reporting by public companies and other initiatives in the works:

  • Is the SEC using XBRL data?
  • How is XBRL data quality?
  • What enhancements to the existing program are under consideration, including inline XBRL?
  • And how does structured data factor into upcoming SEC rule proposals like executive compensation and investment company disclosures?

Find out about the SEC’s Disclosure Effectiveness initiative which is considering way to improve disclosure requirements in Regulation S-K and Regulation S-X, to benefit both companies and investors.

2016 SEC Reporting Rules Guidebooks are in: Forms 10-K, 10-Q, 8-K, SD and Proxy Statements

We are pleased to provide you with our annual updated editions of the SEC Reporting Rules for Forms 10-K, 10-Q, 8-K, SD and SEC Reporting Rules for Proxy Statements.

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Whoa! Real-live printed reference books for your bookshelf!!

These publications are an excellent reference source for legal and accounting professionals and corporate executives.

  • FREE
  • 680 pages
  • Up-to-date for 2016 including in-depth information on Form SD
  • Detailed table-of-contents for quick reference

In addition to outlining the applicable laws, regulations and rules, these guidebooks seek to provide practical guidance reflecting, among other things, interpretive guidance issued by the Securities and Exchange Commission, general industry practice and the authors’ experience. In addition, we eliminate many cumbersome citations and provide “plain English” rule references.

CLICK HERE: These are printed guidebooks. There are no fees to receive these resources. Please expect a call to confirm your shipping address.

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IPOs and Transactions: January 18 – 22 / plus 2016 SEC Reporting Rules guidebooks

There were 27 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including KLR Energy Acquisition Corp. w/ Ellenoff Grossman & Schole LLP and Graubard Miller and VNUE Inc. w/ Matheau J. W. Stout, Esq.

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 Industry
360 Sports, Inc. 360 SPORTS, INC. ~ 1-A ~
Akerman LLP CARROLS CORP ~ S-3 ~
Akin Gump Strauss Hauer & Feld LLP WESTERN REFINING, INC. WNR S-4 Oil/Gas Refining
Amy M. Trombly, Esq. PRECISION OPTICS CORPORATION, INC. PEYE S-1 ~
Barack Ferrazzano Kirschbaum & Nagelberg LLP FIRST BUSEY CORP /NV/ BUSE S-4 Regional Banks
Covington & Burling LLP WSFS FINANCIAL CORP WSFS S-4 Regional Banks
Dorsey & Whitney LLP GLOBAL WATER RESOURCES, INC. ~ S-1 ~
Ellenoff Grossman & Schole LLP KLR ENERGY ACQUISITION CORP. ~ S-1 ~
Fenwick & West LLP BIOPHARMX CORP BPMX S-3 Biotech
Gentry Locke PARKWAY ACQUISITION CORP. ~ S-4 ~
Gracin & Marlow, LLP HEAT BIOLOGICS, INC. HTBX S-1 Biotech
Graubard Miller KLR ENERGY ACQUISITION CORP. ~ S-1 ~
Hogan Lovells US LLP URANIUM RESOURCES INC /DE/ URRE S-3 Metals & Minerals
Husch Blackwell LLP CORENERGY INFRASTRUCTURE TRUST, INC. CORR S-3 REIT
Katten Muchin Rosenman LLP META FINANCIAL GROUP INC CASH S-3 Savings & Loans
Kilpatrick Townsend & Stockton LLP FIRST BUSEY CORP /NV/ BUSE S-4 Regional Banks
Law Office of Andrew Coldicutt AXETURE CORP ~ S-1 ~
Law Offices of Joseph L. Pittera, Esq. PC MOBILE MEDIA CORP. ~ S-1 ~
Lowenstein Sandler LLP HEAT BIOLOGICS, INC. HTBX S-1 Biotech
Maslon LLP SKYLINE MEDICAL INC. SKLN S-4 Medical Inst. & Supplies
Matheau J. W. Stout, Esq. VNUE, INC. VNUE S-1 ~
Morris, Manning & Martin, LLP NEXPOINT REAL ESTATE STRATEGIES FUND ~ N-2 ~
Nevada Agency and Transfer Company LIBERTY STAR URANIUM & METALS CORP. LBSR S-1 ~
Olshan Frome Wolosky LLP SKYLINE MEDICAL INC. SKLN S-4 Medical Inst. & Supplies
Pepper Hamilton LLP FIBROCELL SCIENCE, INC. FCSC S-3 Drugs
Procopio, Cory, Hargreaves & Savitch, LLP OCEAN THERMAL ENERGY CORP ~ 10-12G ~
SD Mitchell & Associates, PLC EVENTURE INTERACTIVE, INC. EVTI S-1 Internet
Silver, Freedman, Taff & Tiernan LLP WSFS FINANCIAL CORP WSFS S-4 Regional Banks
Snell & Wilmer L.L.P. GLOBAL WATER RESOURCES, INC. ~ S-1 ~
Stroock & Stroock & Lavan LLP UMH PROPERTIES, INC. UMH S-3 REIT
Szaferman, Lakind, Blumstein & Blader, PC LEGACY VENTURES INTERNATIONAL INC. LGYV S-1 ~
Vinson & Elkins L.L.P. RICE MIDSTREAM PARTNERS LP RMP S-3 Oil/Gas Pipelines
Vinson & Elkins L.L.P. WESTERN REFINING, INC. WNR S-4 Oil/Gas Refining
Weil, Gotshal & Manges LLP CLOYES GEAR & PRODUCTS INC ~ S-3 ~
Williams Mullen PARKWAY ACQUISITION CORP. ~ S-4 ~

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.

IPO Underwriters of the Week: January 18 – 22

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
FIBROCELL SCIENCE, INC. S-3 Cantor Fitzgerald & Co.
KLR ENERGY ACQUISITION CORP. S-1 EarlyBirdCapital, Inc.
NEXPOINT REAL ESTATE STRATEGIES FUND N-2 Highland Capital Funds Distributor, Inc.
EVENTURE INTERACTIVE, INC. S-1 N600PG, LLC
GLOBAL WATER RESOURCES, INC. S-1 Roth Capital Partners, LLC
HEAT BIOLOGICS, INC. S-1 Roth Capital Partners, LLC
LIBERTY STAR URANIUM & METALS CORP. S-1 Tangiers Investment Group, LLC
VNUE, INC. S-1 Tarpon Bay Partners, LLC

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

Companies need to understand the dark side of an IPO (video)

Successful IPOs can make founders, owners and senior executives millionaires overnight, at least on a spread sheet. Equally, millions of equity financing can also be raised overnight—dollars that will be essential for fueling growth initiatives: new products, expanded markets, employee hires, research and development and acquisitions.

That’s the optimistic side. The pessimist view on an IPO is important to discuss as well – not to derail any aspirations you may have, but to help your teams be prepared for the dramatic change a private company will experience.

  1. Higher costs
  2. Less control
  3. Pressure to meet third-party expectations
  4. No “privacy”

Our Bloomberg BNA / Vintage video discusses ALL aspects of an IPO – tapping in the expertise of Barclays, PwC, Baker & McKenzie and our president, Liam Power.

If you enjoyed the brief snippet above, listen to the complete webinar HERE.

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Video clips demonstrating different annual report styles

PDF-buttonI know, I know… I have written more creative blog titles. But as Freud allegedly said, sometimes a cigar is just a cigar. And to that, sometimes ink and paper IS just ink and paper. Without exaggeration, knowing what you are buying can save you thousands of dollars.

Each year, we guide clients through their annual report journey, and a key aspect is the very tactile task of printing.  What type of printing works best for you? How can you set a budget for your 2015 annual report? Send us your 2014 annual report via the big green button above to get answers.

Below are video clips and quick descriptions of the core type of annual report printing.

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ABOVE

  • Cover: 4-color gloss coated cover stock with a (creative) die cut
  • Pages: Eight pages – 4-color gloss paper stock for the shareholder letter and overview. The first page uses a UV coating (extra shiny “clear” ink) just on the barrels photo to make them pop off the page
  • 10-K: Black ink on 24 lb white paper
  • This booklet is perfect bound

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ABOVE.

  • Cover: 4-color gloss coated cover stock
  • Wrap pages: Two pages –  4-color gloss text for shareholder letter and overview
  • 10-K: Black ink on 24 lb white paper
  • This booklet is saddle stitched

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ABOVE

  • Cover: 4-color gloss coated cover stock – shareholder letter on inside of the cover
  • 10-K: Black ink on 24 lb white paper
  • Even though this is a classic 10-K wrap, this booklet is perfect bound which gives it a nice finish

 

ABOVE

  • Cover: 4-color gloss coated cover stock
  • Pages: The inside pages are on the same paper stock as the 10-K. Very helpful financial summary on the first page, followed by shareholder letter, etc.
  • 10-K: Black ink on 24 lb white paper
  • This booklet is saddle stitched.

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ABOVE

  • Cover: 4-color gloss coated cover stock
  • Pages: 4-color, gloss text for the shareholder letter
  • 10-K: Black ink on 24 lb white paper
  • This booklet is perfect bound – assumedly due to the thickness of the 10-K

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ABOVE

  • Cover: 4-color gloss coated cover stock with a financial summary printed on the inside cover
  • Pages: The inside pages are on the same paper stock as the 10-K, including the three page shareholder letter.
  • 10-K: Black ink on 24 lb white paper
  • This booklet saddle stitched– a great example of a pure “10-K Wrap”

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ABOVE

  • Cover: 4-color gloss coated cover stock
  • Pages: There is no shareholder letter or “marketing” within this book
  • 10-K: Black ink on 24 lb white paper
  • This booklet perfect bound– giving the 10-k book a very finished look

As you can see, the style and scope of hardcopy annual reports is varied: there is no “best practice.” Budget, quantity and shareholder expectations should drive your process and production.

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The highway to lower IPO fees

On January 13, the SEC adopted the changes to form S-1 processes… buried deep within the provisions attached to the Fixing America’s Surface Transportation Act (FAST!), the highway-funding bill approved in December.

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The new rule will allow emerging growth companies (EGC) and smaller reporting companies to disclose less information in some EDGAR filings, reducing costs during the IPO process. One projection suggests the savings could be as high as 25% from pre-to-post IPO registration effectiveness and into year-one as an issuer.

From a “financial print” and S-1 drafting POV (the stuff we do here at Vintage), the costs are not dramatically affected. The SEC will require the same back-and-forth registration review process we’ve illustrated in this downloadable whitepaper.

The new cost structure will affect auditing processes and those subsequent fees – which could trickle down some cost reduction into the “physical” registration filing process simply by having fewer words and tables to typeset.

The SEC is allowing public comments for the next 30 days.

 

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Global influences may redefine “testing the waters” for 2016

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Storm clouds in overseas markets are dampening a heightened optimism for IPO pipelines in developed markets, and “testing the waters” bring different imagery to mind that THIS blog illustrated.  While investor confidence will ultimately determine the pace and growth of IPO activity in 2016, a recent EY report –  Global IPO Trends – points to some key factors:

  • Low interest rates and quantitative easing by the European Central Bank and Japan mean that liquidity remains abundant
  • Lower oil prices are a boost to economic growth
  • The lower gold price suggests market confidence despite the increased volatility

Certain sectors may experience rougher conditions in the near term, as PwC capital markets partner Howard Friedman and Bloomberg’s Alex Barinka warn of a U.S. market selloff affecting biotech IPOs, for instance. Overall, however, an uptick in U.S. high-frequency indicators such as employment, retail sales and exports, paired with low oil prices, an expanding GDP, and healthy consumer spending all provide a positive backdrop for IPO confidence. As 2015 drew to an end, the Fed finally provided insight into its plans for interest rates, raising rates in December for the first time in nearly a decade.

Although the liftoff has begun, its rate hike path is expected to be slow and gradual, which should remove some level of uncertainty from markets. Additionally, analysis by law firm Morrison Foerster points to the JOBS Act, and its “test the waters” provisions, as a further incentive for U.S. companies to explore an IPO option, especially those with smaller revenues.

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Support from Vintage no matter the path

Companies themselves are investigating financing options beyond an IPO — like M&As – and exploring all potential exchanges in an effort to optimize strategic options, which is a prevalent trend among tech companies. A continuation of the market volatility seen during the fall of 2015 would impact the length of time an IPO window is open, requiring that companies looking to float have a compelling equity story in place – one well-suited to their regional presence and their industry – and the ability to jump into the market swiftly if necessary.

Overall, there is a level of optimism for the 2016 IPO market, driven by increased confidence among investors and market players and the ability for companies to file confidentially under the JOBS Act.

IPOs and Transactions: January 11 – 15 / plus 2016 EDGAR deadline calendar

There were 31 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Labstyle Innovations Corp. w/ Sichenzia Ross Friedman Ference LLP and Zysman, Aharoni, Gayer and Sullivan & Worcester LLP and BlueRock Residential Growth REIT Inc. w/ Kaplan Voekler Cunningham & Frank, PLC.

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 Type Industry
Andrew I. Telsey, P.C. ILLUMINATION AMERICA, INC. ~ S-1 ~
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC MRI INTERVENTIONS, INC. MRIC S-1 Medical App. & Euip.
Barack Ferrazzano Kirschbaum & Nagelberg LLP COUNTY BANCORP, INC. ICBK S-4 Savings & Loans
Barnett & Linn ZONZIA MEDIA, INC. ZONX S-1 ~
Bass, Berry & Sims PLC GLADSTONE COMMERCIAL CORP GOOD S-3 REIT
Boardman & Clark LLP COUNTY BANCORP, INC. ICBK S-4 Savings & Loans
Cooley LLP AVEXIS, INC. ~ S-1 ~
Cooley LLP BELLICUM PHARMACEUTICALS, INC BLCM S-3 Biotech.
Cooley LLP ONCOBIOLOGICS, INC. ~ S-1 ~
Cooley LLP SENSEONICS HOLDINGS, INC. SENH S-1 ~
Covington & Burling, LLP SENSEONICS HOLDINGS, INC. SENH S-1 ~
David Lubin & Associates, PLLC COOL TECHNOLOGIES, INC. WARM S-1 ~
Davis Graham & Stubbs LLP GLOWPOINT, INC. GLOW S-3 Diversified Comm. Services
Eaton Vance Floating-Rate Income Trust EATON VANCE FLOATING-RATE INCOME TRUST ~ N-2 Closed-End Fund
Foley & Lardner LLP CURRENCYSHARES BRITISH POUND STERLING TRUST FXB S-1 Closed-End Fund
Goodwin Procter LLP HORTONWORKS, INC. HDP S-3 Tech/Sys Software
Goodwin Procter LLP ONCOBIOLOGICS, INC. ~ S-1 ~
Graubard Miller PARKERVISION INC PRKR S-3 Semiconductor
Greenberg Traurig, LLP NEWELL RUBBERMAID INC NWL S-4 Housewares & Accessories
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP WAYBETTER, INC. ~ 1-A ~
Hortonworks, Inc. HORTONWORKS, INC. HDP S-3 Tech/Sys Software
Jones Day NEWELL RUBBERMAID INC NWL S-4 Housewares & Accessories
Kaplan Voekler Cunningham & Frank, PLC BLUEROCK RESIDENTIAL GROWTH REIT, INC. BRG S-3 ~
Law Offices of Michael H. Hoffman, P.A. RELIANT SERVICE INC ~ S-1 ~
Milbank, Tweed, Hadley & McCloy LLP SCIOTO DOWNS INC ~ S-4 ~
Nixon Peabody LLP CORNING NATURAL GAS HOLDING CORP CNIG S-1 ~
Paul, Weiss, Rifkind, Wharton & Garrison LLP HRG GROUP, INC. HRG S-4 Conglomerates
Paul, Weiss, Rifkind, Wharton & Garrison LLP SPECTRUM BRANDS, INC. ~ S-1 ~
Robinson Brog Leinwand Greene Genovese & Gluck P.C. NXT-ID, INC. NXTD S-3 Security & Protection
Ropes & Gray LLP AVEXIS, INC. ~ S-1 ~
Sichenzia Ross Friedman Ference LLP LABSTYLE INNOVATIONS CORP. DRIO S-1 ~
Silver, Freedman, Taff & Tiernan LLP MB FINANCIAL INC /MD MBFI S-4 Regional Banks
Simpson Thacher & Bartlett LLP PATRIOT NATIONAL, INC. PN S-1 Insurance Brokers
Squire Patton Boggs (US) LLP MVB FINANCIAL CORP MVBF S-3 ~
Sullivan & Cromwell LLP HORTONWORKS, INC. HDP S-3 Tech/Sys Software
Thompson, Welch, Soroko & Gilbert LLP BIOTIME INC BTX S-3 Biotech.
V Financial Group, LLC BOSY HOLDINGS CORP. ~ S-1 ~
Vorys, Sater, Seymour and Pease LLP M I HOMES INC MHO S-4 Residential Construction
Wachtell, Lipton, Rosen & Katz MB FINANCIAL INC /MD MBFI S-4 Regional Banks
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP LABSTYLE INNOVATIONS CORP. DRIO 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.