Monthly Archives: March 2016

“Once again, thank you for all of your help and attention to detail.”

Fast turns and spot-on execution has redefined Vintage, helping us to be a top three solution in North America. Our work is highlighted every Monday in our “IPOs and Transactions of the Week” blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.

first_place_ribbonVWe can’t not share the good news (anonymized for privacy). Sales can offer you full named references.

Here is just a handful of the week’s notes: 

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Kudos to our EDGAR team

Thank you Vintage!!  Great job on this whole 10-K process, as always.  We really appreciate the fast turnaround and accuracy and round the clock operations.

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.Kudos to our Print team

I just wanted to send a huge thank you for the work you and your team did leading up to the [event].

The materials looked amazing and fully exceeded my expectations. I especially appreciate Vintage being able to accommodate my last minute request for additional name badge booklets and summit guides. Having nearly 150 registrants come through in the last two weeks is a good problem to have and I really appreciate your team coming through to meet our needs.

I am very much looking forward to working with you for our upcoming roundtable and summits around the globe.

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.Kudos to our M&A team

Well done, Vintage. You guys rock.

You guys are lightning fast—thank you. I’ll get you the PRs and PPT slide deck as soon as I can.

 


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.Kudos to our XBRL team

Thank you very much for all of your help with this. Apologies for all of the fire drills!

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.Kudos to our EDGAR team

Thanks, [Vintage.] I need someone covering my butt.

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Our rebrand was not just a logo change – it was a systemic and cultural reform throughout our operations. Our president, Liam Power, challenged his team to deliver the industry’s intelligent value, measured as fast turns and spot-on execution of services. You can meet Liam Power on this video. 

Thanks to our experts for delivering intelligent value!

How many 8-Ks are needed for the (average) M&A?

First off, not all acquisitions require an 8-K. That’s a different discussion on event materiality and their triggers. That advice is wisely served by securities lawyers who have a solid background in understanding the SEC rules and defining market-practice materiality. Firms like EY can advise on the intricacies of pro forma and Reg S-X.  Phew.

Below is a chart of the physical 8-K requirements an acquiring issuer needs to calendar. This is what we do.

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All this would follow the S-4 filing, which also has caveats to materiality as well as if shares are actually exchanged. An S-4 is only required when the equity shares of the acquirer is being used as the “currency” (i.e. exchange offer) and only then if the target company’s shares are also publicly held. S-4s are not required for cash deals or most deals with privately held targets.

Investor relations and social medi(um) to luke warm

Last week, the shareholder communications sphere experienced the hat trick of “IR and social media” reports coming from three independent studies. No surprise to anyone in the niche – all reports were aligned.

The studies, in published order:

babyyawnFrom NIRI:

  • The majority of corporate investor relations (IR) professionals (73 percent) report they do not use social media for their work. These results have been consistent since NIRI first began to track social media for IR use in 2010.
  • The primary reason IR professionals do not use social media is due to lack of interest in the medium by the investment community.
  • By constituency, respondents report that industry analysts, financial media, and retail investors are the most actively engaged with their IR departments through social media channels.
  • Perceived investor interest across all constituency types appears to have waned since 2013.

From Rivel:

  • For now, investors will simply continue questioning the credibility of investment information gathered via social media and bide their time until its use is more commonplace and they can better tell what to trust and what not to trust.

From Vintage & PR Newswire:

  • Six percent more IROs are tweeting/StockTwitting. The most dramatic change, is the determination of “no, we will not be tweeting.” 56% report “no,” up from 19% in 2013. IR understands the media now.

Should IROs ignore social media?

No. that’s not the answer at all. Social media is an important communications network, with pros and cons like any network. Our shareholder communications advice has always stated use social media to get your facts and financial brand into the stream for others to share. Spend the appropriate amount of energy in balance with the ROI. No more, no less.

This blog post sums it up well.

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IPOs and Transactions: March 21 – 25 / plus IPO workflow whitepaper

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 including Reg A+ registration Denim LA w/ KHLK Law, Propanc Health Group w/ Szaferman, Lakind, Blumstein & Blader PC, Sierra Bancorp w/ King, Holmes, Paterno & Soriano LLP and Stuart | Moore and Vanguard Natural Resources LLC w/ Paul Hastings LLP.

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
Akin Gump Strauss Hauer & Feld LLP SANCHEZ ENERGY CORP SN S-3 Oil & Gas
Andrews Kurth LLP TETRA TECHNOLOGIES INC TTI S-3 Oil & Gas
AXA Equitable Life Insurance Company AXA EQUITABLE LIFE INSURANCE CO ~ S-3 ~
Baker Botts L.L.P. LIBERTY EXPEDIA HOLDINGS, INC. ~ S-1 ~
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC COMMUNITY HEALTHCARE TRUST INC CHCT S-11 REIT
Carman Lehnhof Israelsen, LP NABUFIT GLOBAL, INC. NBFT S-1 ~
Checkpoint Therapeutics, Inc. CHECKPOINT THERAPEUTICS, INC. ~ 10-12G ~
Debevoise & Plimpton LLP TRIBUNE MEDIA CO TRCO S-4 Broadcasting – TV
Dechert LLP EQUINOX FRONTIER FUNDS ~ S-1 ~
Ellenoff Grossman & Schole LLP CELLULAR BIOMEDICINE GROUP, INC. CBMG S-3 ~
Ellenoff Grossman & Schole LLP TEARLAB CORP TEAR S-1 Medical Lab & Research
Fried, Frank, Harris, Shriver & Jacobson LLP NEXSTAR BROADCASTING GROUP INC NXST S-4 Broadcasting – TV
Hateley & Hampton PRECIOUS METALS EXPLORATION CORP. ~ S-1 ~
Jones Day GUIDED THERAPEUTICS INC GTHP S-1 Medical App & Equip
KHLK Law DENIM LA, INC. ~ 1-A ~
King, Holmes, Paterno & Soriano, LLP SIERRA BANCORP BSRR S-4 Regional Banks
Kirkland & Ellis LLP LINNCO, LLC LNCO S-4 Oil & Gas
Kirkland & Ellis LLP NEXSTAR BROADCASTING GROUP INC NXST S-4 Broadcasting – TV
Latham & Watkins LLP MGM GROWTH PROPERTIES LLC ~ S-11 ~
Maslon LLP SKYLINE MEDICAL INC. SKLN S-4 Medical App & Equip
Mayer Brown LLP BAXALTA INC BXLT S-4 Biotech
Mazzeo Song P.C. MEDICAL TRANSCRIPTION BILLING, CORP MTBC S-3 Healthcare IS
Michael A. Littman, Attorney at Law T-REX OIL, INC. TRXO S-1 ~
Milbank, Tweed, Hadley & McCloy LLP MGM GROWTH PROPERTIES LLC ~ S-11 ~
Morris, Manning & Martin, LLP NEXPOINT DISTRESSED STRATEGIES FUND ~ N-2 ~
Morris, Manning & Martin, LLP NEXPOINT LATIN AMERICAN OPPORTUNITIES FUND ~ N-2 ~
Morrison & Foerster LLP COMMUNITY HEALTHCARE TRUST INC CHCT S-11 REIT
Mountain Top 81, LLC MOUNTAIN TOP 81, LLC ~ 1-A ~
Olshan Frome Wolosky LLP SKYLINE MEDICAL INC. SKLN S-4 Medical App & Equip
Paul Hastings LLP VANGUARD NATURAL RESOURCES, LLC VNR S-3 Oil & Gas
Porter Hedges LLP SUPERIOR DRILLING PRODUCTS, INC. SDPI S-3 Oil & Gas
Skadden, Arps, Slate, Meagher & Flom LLP BAXALTA INC BXLT S-4 Biotech
Skadden, Arps, Slate, Meagher & Flom LLP ISHARES COMMODITY OPTIMIZED TRUST CMDT S-1 ~
Stuart | Moore SIERRA BANCORP BSRR S-4 Regional Banks
Sutherland Asbill & Brennan LLP UNITED STATES 12 MONTH NATURAL GAS FUND, LP UNL S-1 ~
Sutherland Asbill & Brennan LLP UNITED STATES SHORT OIL FUND, LP DNO S-1 ~
Szaferman, Lakind, Blumstein & Blader, PC PROPANC HEALTH GROUP CORP PPCH S-1 ~
Thomas C. Cook, Ltd. BARE METAL STANDARD INC. ~ S-1 ~
TIAA-CREF Life Insurance Company TIAA-CREF LIFE INSURANCE CO ~ S-1 ~
Weil, Gotshal & Manges LLP MGM GROWTH PROPERTIES LLC ~ S-11 ~
Weil, Gotshal & Manges LLP NEXSTAR BROADCASTING GROUP INC NXST S-4 Broadcasting – TV
Wilson Sonsini Goodrich & Rosati PC TEARLAB CORP TEAR S-1 Medical Lab & Research
Winston & Strawn LLP CASTLE A M & CO CAS S-3 Metals Fabrication

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: March 21 – 25

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

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
MOUNTAIN TOP 81, LLC 1-A AltaVista Capital Markets, LLC ~ ~
AXA EQUITABLE LIFE INSURANCE CO S-3 AXA Advisors, LLC AXA Distributors, LLC ~
CELLULAR BIOMEDICINE GROUP, INC. S-3 Cantor Fitzgerald & Co. ~ ~
NEXPOINT DISTRESSED STRATEGIES FUND N-2 Highland Capital Funds Distributor, Inc. ~ ~
NEXPOINT LATIN AMERICAN OPPORTUNITIES FUND N-2 Highland Capital Funds Distributor, Inc. ~ ~
BAXALTA INC S-4 J.P. Morgan Securities LLC Baxter International Inc. ~
MGM GROWTH PROPERTIES LLC S-11 Merrill Lynch, Pierce, Fenner & Smith Inc. J.P. Morgan Securities L.L.C. Morgan Stanley & Co. LLC / Evercore Group L.L.C. / Barclays Capital Inc. / Citigroup Global Markets Inc. / Deutsche Bank Securities Inc.
CASTLE A M & CO S-3 Raging Capital Management, LLC ~ ~
COMMUNITY HEALTHCARE TRUST INC S-11 Sandler O’Neill & Partners, L.P. Evercore Group L.L.C. SunTrust Robinson Humphrey, Inc. / BB&T Capital Markets, a division of BB&T Securities, LLC / Janney Montgomery Scott LLC / Oppenheimer & Co. Inc.
TIAA-CREF LIFE INSURANCE CO S-1 TIAA-CREF Individual & Institutional Services, LLC ~ ~
ISHARES COMMODITY OPTIMIZED TRUST S-1 UBS Securities LLC ~ ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities aw firms.

Have a great week.

Conducting a Regulation FD & Regulation G compliant earnings call

One never knows where a conversation will meander when working a “service provider’s table” at a National Investor Relations Institute (NIRI) chapter event.

Boston’s “Sponsorpalooza” event this past Wednesday was no exception.

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The discussion started simply…”is there anything new with earnings calls?” From there, the discussion went towards the point that, except for a couple isolated (and perhaps self-serving) examples like Twitter, the practical earnings call has not changed since the adoption of RegFD in October 2000. The conversation then evolved into a more philosophical point: we may have upgraded phones but can true transparency be upgraded? Right about here is when the bar opened.

The tactile task I did walk way with was to send the future client (hopefully!!) this list. This outlines the procedures that an issuer should follow when holding a quarterly conference call to discuss an earnings release. It’s a pretty timeless to-do list.

  • Provide public notice. The company should provide public notice a reasonable period of time in advance of the call. For regular quarterly earnings calls, the SEC has stated that notice of several days would be reasonable. The notice, which can be delivered in a press release, corporate website, social media or Form 8-K. The notice must include:
    • The date, time, subject matter and means for listening to the call (e.g., the dial-in number or location of a webcast)
    • If any financial, statistical or Regulation G information is required to be posted to the company’s website in connection with the call (see Item 4 below), the address for that website and the location where the information can be found (e.g., in the investor relations section of the website)
    • Whether, and for how long, the public can access a replay or transcript of the call on the company’s website (see Item 6 below)
  • Notify stock exchanges. Both NYSE and NASDAQ require advance notice of earnings releases by listed companies, as described below:
    • If a NYSE listed company intends to issue an earnings release before or during market hours (7:00 a.m. to 5:00 p.m., New York time), it must notify its NYSE representative by telephone and provide the NYSE with the text of the earnings release by e-mail, in each case at least 10 minutes prior to the release of the announcement.
    • If a NASDAQ listed company intends to issue an earnings release during NASDAQ market hours (presently 7:00 a.m. to 8:00 p.m. ET), it must notify NASDAQ’s MarketWatch Department through its electronic disclosure submission system. If the company intends to issue the release outside of NASDAQ market hours, it must notify MarketWatch of the release prior to 6:50 a.m. ET on the day of release (in the case of releases made in the early morning) or the day after release (in the case of releases made after hours on the prior night).  In each case, the notification to MarketWatch may be made through its electronic disclosure submission system.
  • File the earnings release with a Form 8-K. The earnings release should be included under Item 2.02 of a Form 8-K that is furnished to the SEC in advance of the earnings call. The timing is important. If the Form 8-K is furnished to the SEC no more than 48 hours prior to the earnings call, there will be no need to furnish another Item 2.02 Form 8-K with any earnings information that is discussed during the call (assuming proper advance notice of the call has been given, as described above).
  • Post financial, statistical and Regulation G information onto IR website. Any financial and statistical information that will be used during the earnings call should be posted to the company’s website prior to the call. If any non-GAAP financial measures will be used during the call, the disclosure required under Regulation G should also be posted to the website. The SEC encourages, but does not require, that such information remain available on a company’s website for a minimum of 12 months.
  • Conduct earnings call. The company should conduct its earnings call within 48 hours after the Item 2.02 Form 8-K has been furnished to the SEC. Public access to the call should be provided through a dial-in number, a webcast or similar method of broadcast. Members of the public that are provided with a dial-in number can be given “listen-only” access and do not need to be provided with the ability to ask questions. Prior to commencing the call, it is recommended that a company spokesperson or senior official:
    • Disclose the location on the company’s website of any financial or statistical information that will be used during the call, as well as any information required by Regulation G
    • Recite and/or identify the location of the company’s disclaimer for forward-looking statements, to ensure that any forward-looking information discussed during the call is afforded the protection of the safe harbor under the Private Securities Litigation Reform Act of 1995
  • Post replay or transcript of call to IR website. Promptly after the earnings call, the company should post an audio replay or transcript of the call to the company’s website. By doing so (and assuming the public was provided with proper advance notice of where and when the replay or transcript would be available), any material nonpublic information that was discussed during the call will be deemed to have been publicly disseminated for purposes of Regulation FD.

As a last (and perhaps self-serving) practical comment, please note that we conveniently offer all the services mentioned above for clients, worldwide: telephony conference call, webcast, news release distribution, IR website, 8-K EDGAR file and the follow-up XBRL.

Besides giving out great advice at Sponsorpalooza, we also gave out nice pens.

Who makes a video about a Mutual Fund timeline calendar?

I do… because exactly like how Vintage WorkStream can keep your prospectus workflow on track, our new and improved Mutual Fund & ETF calendar can keep your workdays on track. Plus, it will look snazzy on your bulletin board.

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Use the really enthusiastic button below to be mailed this free resource and to download a PDF version. Click the HD and full screen icons, lower right on the video, to see the calendar better.

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The Ins and Outs of Preparing for an IPO: Phase one (A)

This is the second in a series of posts: The Ins and Outs of Preparing for an IPO -What Your Company Needs to Know. 

Phase I – Preparing for an IPO 

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It is commonly thought that a pre-listed company must start acting and operating like a public company well in advance of its initial listing on an exchange. This involves a structured and managed transformation of the people, processes and culture of an organization. More specifically, a company must go beyond presenting a strong balance sheet and cash flow statement to send a compelling message to investors: It must also establish internal accounting controls, a strong management team and independent board, and an effective communications strategy.

The amount of time required for the IPO journey should not be underestimated. Although the IPO event typically lasts only 90 to 120 days, planning and preparation should start at least 12 to 24 months ahead of the intended launch date. This time frame is considered an industry standard and is supported by most industry IPO guides by consultancy groups like EY, PwC and KPMG.

This will allow a company to commit the necessary resources to build a quality management team, a solid financial and business infrastructure, and a corporate governance and investor relations strategy that will attract the right investors. Remember, becoming a public company will invite an increased level of investor and regulatory scrutiny.

To highlight the importance of devoting the appropriate time and resources to this phase, a survey by KPMG found that 81 percent of financial directors and 62 percent of chief executives indicated that more than half of their time was dedicated to the IPO process.

Conducting a pre-IPO readiness assessment: Is an IPO right for your company?

An IPO is by no means the only path an organization might take in its efforts to raise capital. Before embarking on this journey, the ownership group must carefully assess whether taking the company public is the best option by doing a comparative analysis of the benefits and the disadvantages of an IPO.

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While the advantages of going public (such as prestige, access to capital for expansion, higher valuations and liquidity) are well-known, the disadvantages (like compliance and reporting costs, loss of control, heightened shareholder expectations and more stringent corporate governance requirements) may force the management team to consider other, more viable options that are better suited to their company.

According to Deloitte, a company many need to “significantly upgrade finance, accounting, tax, governance and risk management practices and processes a year or more ahead of an IPO. These functions in private companies are often not at the level they need to be compared with what is needed after going public, particularly in the areas of governance and risk management.”

Download our S-1 registration workflow chart for a visual understanding of the SEC commenting period.


PHASE ONE (B) WILL BE POSTED NEXT WEEK

 

Happy 10th birthday, Twitter! Thanks for inviting IR to the party!

Yesterday was Twitter’s 10th birthday. Although social media and investor relations have not been the best of friends, IR still was invited to the birthday party.

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As our gift, last week, we asked over 600 of our IR clients a few questions about social media, specifically their experience on Twitter and StockTwits. Nothing too deep, although we did ask the exact same questions we first asked in 2013 for comparison.

What’s changed in 28 months?

Six percent more IROs are tweeting/StockTwitting. The most dramatic change, per the third chart below, is the determination of “no.” The other interesting point is the slight growth seen in the “other” column within chart two: all the “other” write-in text comments were about “social media not germane to target audience.” Paraphrasing, The Street has told IROs they don’t value their “tweets.”
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CLICK HERE FOR OUR “RISK & HANDS-FREE” IR SOCIAL MEDIA GUIDE.

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FYI: there was another write-in response to why the IR department does not tweet: “We’re old fuddy-duddys.”

I respect transparency.

IPOs and Transactions: March 14 – 18 / plus IPO workflow whitepaper

There were 24 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Gourmet Renee LLC w/ Graydon Head & Ritchey LLP, Highlands REIT Inc. w/ Katten Muchin Rosenman LLP and Kirk & Nice Suburban Chapel Inc w/ 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.

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Law firm / advisor Registrant Symbol Form Industry
AXA Equitable Life Insurance Company AXA EQUITABLE LIFE INSURANCE CO ~ S-3 ~
Barnes & Thornburg LLP HORIZON BANCORP /IN/ HBNC S-4 Regional Banks
Cooley LLP FLEX PHARMA, INC. FLKS S-3 Biotech
Cooley LLP OREXIGEN THERAPEUTICS, INC. OREX S-3 Drug
Disclosure Law Group, PC VISTAGEN THERAPEUTICS, INC. VSTA S-1 ~
DLA Piper LLP ARALEZ PHARMACEUTICALS INC. ARLZ S-3 ~
Goodwin Procter LLP ANTHERA PHARMACEUTICALS INC ANTH S-3 Biotech
Graydon Head & Ritchey LLP GOURMET RENEE, LLC ~ 1-A ~
Katten Muchin Rosenman LLP HIGHLANDS REIT, INC. ~ 10-12G ~
Loeb & Loeb LLP MOXIAN, INC. MOXC S-1 Internet
Loeb & Loeb LLP NEMAURA MEDICAL INC. NMRD S-3 Medical App & Equip
Luse Gorman, PC BRIDGE BANCORP INC BDGE S-3 Regional Banks
Macdonald Tuskey ARMEAU BRANDS INC. ~ S-1 ~
Morrison & Foerster LLP CHEMFIRST INC ~ S-4 ~
Morrison & Foerster LLP CATALYST BIOSCIENCES, INC. CBIO S-3 Biotech
Rockhill Pinnick LLP HORIZON BANCORP /IN/ HBNC S-4 Regional Banks
Ropes & Gray LLP TRINSEO S.A. TSE S-3 Rubber & Plastics
Schiff Hardin LLP ANIXTER INTERNATIONAL INC AXE S-4 Industrial Equip
Sheppard Mullin Richter & Hampton LLP GIGA TRONICS INC GIGA S-3 Sci & Tech Instruments
Shumaker, Loop & Kendrick, LLP HORIZON BANCORP /IN/ HBNC S-4 Regional Banks
Sutherland Asbill & Brennan LLP MONY LIFE INSURANCE CO OF AMERICA ~ S-1 ~
Vinson & Elkins L.L.P. KIRK & NICE SUBURBAN CHAPEL INC ~ S-4 ~
Vinson & Elkins L.L.P. CRESTWOOD EQUITY PARTNERS LP CEQP S-3 Oil & Gas Pipelines
Williams Mullen PC CARDINAL FINANCIAL CORP CFNL S-3 Regional Banks
Willkie Farr & Gallagher LLP LEVEL 3 COMMUNICATIONS INC LVLT S-4 Diversified Comms
Woods Oviatt Gilman LLP LYONS BANCORP INC LYBC 1-A ~
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP VISTAGEN THERAPEUTICS, INC. VSTA 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.