Monthly Archives: October 2016

IPOs and Transactions: Oct 24 – 28 / plus 2017 SEC Filing Calendar

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 Sachem Capital Corp. w/ Blank Rome LLP and Morse, Zelnick, Rose, & Lander, LLP, Digital Turbine Inc. w/ Manatt, Phelps & Phillips, LLP and Cellectar Biosciences Inc. w/ Ellenoff Grossman & Schole LLP and Foley Hoag LLP.

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Law firm / advisor Registrant Symbol Form Industry
Baker & Hostetler LLP LONESTAR RESOURCES US INC LONE S-1 Crude petroleum & natural gas
Barack Ferrazzano Kirschbaum & Nagelberg LLP QCR HOLDINGS INC QCRH S-3 Banks
Blank Rome LLP SACHEM CAPITAL CORP ~ S-11 REITs
Bryan Cave LLP STEREOTAXIS INC STXS S-1 Electromedical & electro-therapeutic apparatus
Bull, Housser & Tupper LLP QLT INC/BC QLTI S-3 Pharm preparations
Bunker Law Group, PLLC BLUE SKY GROUP HOLDINGS INC ~ S-1 ~
Davis Graham & Stubbs LLP RESOLUTE ENERGY CORP REN S-3 Crude petroleum & natural gas
Davis Polk & Wardwell LLP REV GROUP INC ~ S-1 ~
Davis Wright Tremaine LLP MERCER ISLAND INVESTORS GROUP INC ~ 1-A ~
Duane Morris LLP ENERGY HUNTER RESOURCES INC ~ 1-A Crude petroleum & natural gas
Ellenoff Grossman & Schole LLP BELLEROPHON THERAPEUTICS INC BLPH S-1 Pharm preparations
Ellenoff Grossman & Schole LLP CELLECTAR BIOSCIENCES INC CLRB S-1 Pharm preparations
Ellenoff Grossman & Schole LLP SEANERGY MARITIME HOLDINGS CORP SHIP F-1 Deep sea foreign transportation of freight
Ervin Cohen & Jessup LLP PRIMO WATER CORP PRMW S-4 Wholesale – groceries, general line
Foley Hoag LLP CELLECTAR BIOSCIENCES INC CLRB S-1 Pharm preparations
Game Time Hydration, Inc. GAME TIME HYDRATION INC ~ 1-A ~
Gibson, Dunn & Crutcher LLP ARROWHEAD PHARMACEUTICALS INC ARWR S-3 Commercial physical & biological research
Graubard Miller PAVMED INC PAVM S-1 Surgical & medical instruments & apparatus
Huntsman Spin Corp. HUNTSMAN SPIN CORP ~ 10-12B ~
Indie Crowd Funder, LLC. RAVEN FUND 1 ~ 1-A ~
Jones Day A. SCHULMAN INC SHLM S-4 Plastic materials, synthetic resins & non-vulcanizable elastomers
Jones Day LOUISIANA- PACIFIC CORP LPX S-4 Lumber & wood products, except furniture
K&L Gates LLP PRIMO WATER CORP PRMW S-4 Wholesale – groceries, general line
Kokos Group Inc. KOKOS GROUP INC ~ S-1 ~
Latham & Watkins LLP EMERGE ENERGY SERVICES LP EMES S-1 Oil & gas field services
Latham & Watkins LLP LONESTAR RESOURCES US INC LONE S-1 Crude petroleum & natural gas
Latham & Watkins LLP REV GROUP INC ~ S-1 ~
Latham & Watkins LLP RICE MIDSTREAM PARTNERS LP RMP S-3 Natural gas transmission
Libertas Law Group, Inc. CHANTICLEER HOLDINGS INC HOTR S-1 Management consulting services
Loeb & Loeb LLP STARS ACQUISITION CORP ~ S-1 Blank check
Loev Law Firm, PC RELIANT HOLDINGS INC ~ S-1 ~
Lucosky Brookman LLP AKERS BIOSCIENCES INC AKER S-3 Industrial inorganic chemicals
Manatt, Phelps & Phillips, LLP DIGITAL TURBINE INC APPS S-1 Patent owners & lessors
Metro Media Holding Corp. NITRO HOLDINGS INC ~ 1-A ~
Milbank, Tweed, Hadley & McCloy LLP RED ROCK RESORTS INC RRR S-1 Hotels & motels
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. BELLEROPHON THERAPEUTICS INC BLPH S-1 Pharm preparations
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. STARS ACQUISITION CORP ~ S-1 Blank check
Mitchell Silberberg & Knupp LLP CADIZ INC CDZI S-3 Water supply
Morrison & Foerster LLP EMERGE ENERGY SERVICES LP EMES S-1 Oil & gas field services
Morse, Zelnick, Rose, & Lander, LLP SACHEM CAPITAL CORP ~ S-11 REITs
Olshan Frome Wolosky LLP CHANTICLEER HOLDINGS INC HOTR S-1 Management consulting services
Oxygen Therapy, Inc. OXYGEN THERAPY INC ~ S-1 ~
Prospect Capital Management L.P. PROSPECT MARKETPLACE LENDING CORP ~ N-2 ~
Seward & Kissel LLP SEANERGY MARITIME HOLDINGS CORP SHIP F-1 Deep sea foreign transportation of freight
Sidley Austin LLP BIOLASE INC BIOL S-3 Dental equipment & supplies
Sidley Austin LLP POWERSHARES DB G10 CURRENCY HARVEST FUND DBV S-1 Commodity contracts brokers & dealers
Sidley Austin LLP POWERSHARES DB MULTI-SECTOR COMMODITY TRUST DBO; DBS S-3 Commodity contracts brokers & dealers
Skadden, Arps, Slate, Meagher & Flom LLP FS ENERGY TOTAL RETURN FUND ~ N-2 ~
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. PRIMO WATER CORP PRMW S-4 Wholesale – groceries, general line
Wachtell, Lipton, Rosen & Katz ALCOA UPSTREAM CORP ~ S-1 Rolling drawing & extruding of nonferrous metals
Weil, Gotshal & Manges LLP QLT INC/BC QLTI S-3 Pharm preparations
Wilson Sonsini Goodrich & Rosati PC AXT INC AXTI S-3 Semiconductors & related devices
Wilson Sonsini Goodrich & Rosati, P.C. AEHR TEST SYSTEMS AEHR S-3 Instruments for measuring & testing of electricity & electric signals

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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: Oct 24 – 28 / plus 2017 SEC Filing Calendar

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 +
STARS ACQUISITION CORP S-1 Chardan Capital Markets, LLC ~ ~
RED ROCK RESORTS INC S-1 Deutsche Bank Securities Inc. ~ ~
ENERGY HUNTER RESOURCES INC 1-A FBR Capital Markets & Co. ~ ~
REV GROUP INC S-1 Goldman, Sachs & Co. Morgan Stanley & Co. LLC Robert W. Baird & Co. Inc. / BMO Capital Markets Corp. / Credit Suisse Securities LLC / Deutsche Bank Securities Inc. / Jefferies & Company, Inc. / Wells Fargo Securities, LLC / Stifel, Nicolaus & Company, Inc.
BELLEROPHON THERAPEUTICS INC S-1 H.C. Wainwright & Co., LLC ~ ~
EMERGE ENERGY SERVICES LP S-1 J.P. Morgan Securities LLC Piper Jaffray & Co. ~
SACHEM CAPITAL CORP S-11 Joseph Gunnar & Co., LLC ~ ~
CELLECTAR BIOSCIENCES INC S-1 Ladenburg Thalmann & Co. Inc. ~ ~
FS ENERGY TOTAL RETURN FUND N-2 Magnetar Asset Management LLC ~ ~
SEANERGY MARITIME HOLDINGS CORP F-1 Maxim Group LLC ~ ~
LONESTAR RESOURCES US INC S-1 Seaport Global Securities LLC Johnson Rice & Company L.L.C. ~

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 law firms. Click here and opt-in to receive this weekly summary via email.

Have a great week.

Reminiscing the genesis of VirtualInvestorConferences.com

Next month, on December 1st, we’re hosting our 75th event at VirtualInvestorConferences.com. Without exaggeration, this is a celebration of hundreds of companies and tens of thousands of investors.

Launched in 2010, VirtualInvestorConferences.com is the brainchild of me (Bradley H. Smith) and John Viglotti, VP, Investor Relations Products and Services at PR Newswire.

John and I reminisced.

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BHS: So, our 75th. Should we buy each other gold watches or something?

JV: Uhhh… I have already baked you cupcakes.

BHS: Thanks, but I think sushi is more appropriate, considering VirtualInvestorConferences.com’s (VIC) genesis. It’s on video – do you remember that fateful meeting?

JV: You’re referring to our premiere on the Martha Stewart show. Can you embed a clip? That was a funny thing to have happen.It’s a real timestamp.

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Where the conference blossomed, too.

BHS: It was and I’ll try. (HERE) More to the point for the blog, do you remember WHY we founded VIC?

JV: We recognized that the current investor presentation sphere was almost exclusively physical conferences and moreover, the dates were set by the hosts, regardless of an individual company’s news.

BHS: That’s why we went monthly with ours. We got a lot of push-back at first. Holding a conference every thirty days is execution challenge. Many moving parts.

JV: No one had ever executed such a portal before. What do you call it?

BHS: Evergreen. We never close. Since I am transcribing this for my blog, take a moment to describe the events. Talk slowly so I can type.

JV: As you said, VIC consists of many parts to make the whole. First and foremost, the company is presenting a PPT presentation, in real-time. 80% of the time, it’s the CEO speaking directly to the audience. The experience for the CEO is much like an earnings call… speaking in a phone and advancing slides as they speak.

The virtual lobby where investors can meet and chat.

The virtual lobby where investors can meet and chat.

BHS: We had many present from hotel rooms.

JV: With the easy of presenting at VIC, we’ve had many presenters take a short break to introduce their story to our investors while at a physical conference or from the road. We just need a phone and a trustworthy web connection. One difference from an earnings call, however, is only the CEO is on the phone. All the investors are online watching and listening in a portal. If anyone has a question, they type it in.

BHS: Some companies get many questions. I’ve blogged on that.

JV: True. One frequent presenting biotech company gets over 75, but that is not the norm. I’d say 10-20 questions is average, anecdotally. Let’s mention that only the presenters see the questions during the formal presentation.

BHS: How much time does a company get to speak?

JV: 30 minutes, generally broken down to 20 for the slides and 10 for the Q&A.

BHS: Talk about the virtual trade booths.

JV: Beside the live PPT presentation in the “auditorium,” every company gets a virtual trade booth. It’s a clever little “landing page” that everyone watching the PPT presentation is automatically pushed into after the CEO is done speaking.

The virtual trade booth will play a corporate video, offer fact sheet and whitepaper PDFs, links to the IR website and, importantly, has a live chat function. The live chat has been very useful for companies and investors to continue talking in real-time. It’s an incredible demonstration of transparency.

BHS: At first, several CEOs were leery of it.

JV: Right, but we proved otherwise. Out of the hundreds of chats, I can only recall once that we had to block an inappropriate audience member. That was a few years ago.

An actual public chat. Organovo's CEO is very dedicated to transparency.

An actual public chat. Organovo’s CEO is very dedicated to transparency.

BHS: What type of investors attend VIC?

JV: When we launched the monthly conference series our focus was exclusively on attracting a critical mass of individual investors.  Our partnership with Better Investing, who has been educating individual investor since 1951, was key in building a member base of passionate and long term investors.

Over the past several years we’ve broaden our outreach and members to include several thousand institutional investors and wealth management professionals. The attendance for a recent conference was 68% individuals and 25% institutional investors and advisors and 7% media/other.

BHS: October was a great month. Over 2,000 presentation views.

JV: All of 2016 has been strong, in large part to the third-party hosts we worked with, Deutsche Bank’s DR group, OTC Markets and Rose & Company. They’re all committed to connecting their issuers with investors.

BHS: Deutsche Bank brings in international companies. No travel needed.

JV: We have hosted CEOs from 20 different countries including Finland, Netherlands, Germany, Switzerland, United Kingdom, Portugal, Brazil, France, Australia and Chile. One conference was 100% Chinese issuers. Deutsche Bank’s DR has a two-day event later in November.

BHS: Oh, Aflac is presenting again next week. They missed the 75th celebration by a month.

JV: They presented at our inaugural conference in 2010 and have been a regular presenter ever since. They value the ease and opportunity to reach current and prospective individual investors equally with institutional investors.

BHS: They deserve a VirtualInvestorConferences.com cupcake!

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Companies can schedule their 2017 now. Click here.

2017 Schedule:

  • January – No event
  • February 2, 2017
  • March 15, 2017: OTCQX Banks:
  • March 22 & 23, 2017: Deutsche Bank DR Event
  • April 6, 2017
  • May 11, 2017: OTCQX International
  • June 1, 2017
  • July 13, 2017
  • August 3, 2017
  • September 7, 2017
  • October 5, 2017
  • November 2, 2017
  • December 7, 2017

Industry experts discuss the evolution to iXBRL for financial reporting

Greater transparency, lower filing costs, reduced risks and better data quality – these long-promised benefits of XBRL are finally becoming a reality. As the XBRL landscape continues its swift evolution, we discussed the latest developments with five experts – as well as with a representative of the SEC.

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Vintage Question > In June, the SEC announced that it would start accepting structured financial data in the Inline XBRL (iXBRL) format. What do you see as the main benefits and challenges of this new format?

Jaret Klekota > As with anything new, there are going to be challenges making sure that companies understand what all the requirements are, and what changes there are between their current process and the iXBRL process. For example, there are “hidden tags” in iXBRL – companies need to understand what this means and what they should be doing in that area.

Since the SEC says that companies should really be focusing on the quality of the data, having the XBRL embedded into the HTML financial filing could free up companies from making sure the statement was rendering on the previewer in the same way as the HTML, and instead focus on appropriate tagging. iXBRL can help them embrace and streamline that review process, since there will no longer be two separate documents to compare and try to identify the differences between them.

For now, filing the iXBRL version is voluntary but I think there’s going to be a gradual increase in filings. Some may wait a bit longer in the process to see how it goes, and also wait until they are more comfortable around the requirements before filing.

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Ilya Vadeiko > In our opinion, the benefits are huge and obvious. If regular XBRL requires separate reporting and creates a significant duplication of work for auditors and filers – as well as gaps in logic – iXBRL eliminates the separation between traditional HTML and new XBRL formats, as Jaret mentions. This solves many existing problems in terms of consistency and accuracy. In terms of implementation, I would guess that this would require a fusion or transformation of old (HTML) and new (XBRL) reporting processes and procedures. This may be challenging for large filers who have already established such parallel procedures.

Hudson Hollister > For companies that have adopted disclosure management software, which is most of them, it does not take any additional effort to report using iXBRL. But, as Jaret points out, this is currently voluntary. Companies can continue reporting two versions of the financial statements if they want to, and many companies have created a review process that assumes two versions. They have some people in charge of reviewing the document and other people in charge of reviewing the data.

Even though that might be less efficient, it is not without cost to change the process. Many companies are so busy with the compliance that they might not bother. Of course, we would say that in the long run, companies should take advantage of this opportunity to combine those review processes, because it will get them ready for when the SEC moves to mandatory iXBRL – and we think the Commission will make it mandatory. Some leaders inside the SEC are hoping to propose a move to mandatory within the next year.

The reason for moving to mandatory iXBRL is beyond just fixing the problem with the financial statement itself. Inline will allow huge progress. Think about the 10-Q and the 10-K — right now, these documents are lengthy, and there is so much in them that could be structured but isn’t. For example, the cover page of the 10-Q and the 10-K have check-boxes that say what kind of company the filer is. Right now, those check-boxes are not connected to any database. If the SEC switched to using data fields instead of the document form, they could have a field that says “Check the box for which type of company you are,” and we could automatically generate a list of the all the wellknown seasoned issuers.

Campbell Pryde > Most of the work for iXBRL should be done by software, and so one of the challenges is making sure that the people preparing the files have the technology to do it. As of early August, there had been a total of four iXBRL filings – and even that number was surprising to me, since the SEC just announced it. Most people will wait and see what happens and it’s going to take a couple of months for the software community to update their systems to support the format.

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REPORT: Preference for online annual reports increased 15% since 2012

Since the passing of the SEC’s “notice and access” regulation, investors’ preference for online annual reports have finally surpassed ink-and-paper. When we first canvassed this question to Main and Wall (combined) in 2012, 36% reported they prefer online and 49% still preferred printed.

As you see below, slowly but surely, research preferences have evolved.

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TAKE ACTION: We help all issuers prepare for their next annual report budget – online and hardcopy –  by auditing their most current annual report, page-by-page.  Simply upload your 2015 annual report PDF here.

 

Balance your 13F-based IR targeting with the Cision Communications Cloud

Yesterday’s sensational launch of our new Cision Communication Cloud provides marketing departments and PR professionals the tools and tactics that investor relations officers have already benefited from for years… namely highly focused data-driven targeting to verified influencers.

However, rather than parsing tangible 13F files to discover and build relationships with institutional investors, our Cision Communication Cloud ™ connects companies with journalists, influencers and customer advocates by understanding and parsing the intangibles of corporate communications into actionable data.

bhs-targeting

The New Cision Communication Cloud finally unifies the previously disparate systems of content, tools, data, and analytics:

  • Listen to media channels for brand mentions, competitive activity and trending topics that will inspire compelling content. There’s so much to be inspired by: Cision automated media insights cover over 2M daily news stories across online, print, broadcast, and social channels.  Aggregate trending and emerging topics, key influencers, brand and competitive insights and more into email alerts, reports, and charts, to show you how your content will resonate across mediums and audiences around the world.
  • Target and build relationships with key influencers and decision-makers by harnessing a wealth of data and predictive insights to fine-tune content delivery by audience and channel. Influencers matter more than ever; there are just more of them, and they are not as easy to find. The breadth and depth of our industry-leading platform provides you with easy access to the influencers who matter.
  • Create an effective earned media and content strategy by combining your talent with our well-versed team of industry experts who will deliver insights, strategy, best practices, and hands-on help in delivering high impact communications that amplify the results of your programs as part of a holistic customer and influencer relationship strategy.
  • Engage audiences and maximize the impact of your content with multichannel promotion across earned, paid and owned channels. Powered by PR Newswire, you’ll have access to the world’s largest and #1 most trusted distribution network and well as trigger market demand through a network of over 300,000media distribution points in over 170 countries and 40 languages; 10,000+ websites and apps, 1 million social followers, and hundreds of broadcast channels.
  • Analyze what’s working and what’s not, so you can continuously optimize ongoing campaign performance in real-time.  Customizable reports and data visualization focus you on the strategic, while tracking the tactical – connecting the dots across social and traditional media channels for a 360 degree view of your campaigns.

Certainly, the earned media “audience” that our new platform will be of importance to IR as well, as we know (FROM THIS BLOG POST) that a meaningful percentage or IROs actively court and woo financial media.

Balance your IR targeting with the Cision Communications Cloud – request a demonstration here.

IPOs and Transactions: Oct 17 – 21 / plus XBRL state-of-the-state whitepaper

There were 32 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Superior Drilling Products Inc. w/ Porter Hedges LLP, Innovative Industrial Properties Inc. w/ DLA Piper LLP and Foley & Lardner LLP, Fifth Street Finance Corp w/ Dechert LLP, Cellectar Biosciences Inc. w/ Foley Hoag LLP and American Finance Trust Inc. w/ Proskauer Rose LLP.

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Law firm / advisor Registant Symbol Form Industry
Adam Freedman, Esq. EMPIRE THE MUSICAL WORLDWIDE LLC ~ 1-A ~
Alston & Bird LLP NORTHSTAR/ TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC ~ N-2 ~
AXA Equitable Life Insurance Company AXA EQUITABLE LIFE INSURANCE CO ~ S-3 Insurance agents, brokers & service
Bryan Cave LLP WISDOMTREE CONTINUOUS COMMODITY INDEX FUND GCC S-3 Commodity contracts brokers & dealers
Bryan Cave LLP NATIONAL COMMERCE CORP NCOM S-4 National commercial banks
Butler Snow LLP HOMETRUST BANCSHARES INC HTBI S-4 Savings institutions
Commercial Bancshares, Inc. FIRST DEFIANCE FINANCIAL CORP FDEF S-4 Savings institutions
Davis Graham & Stubbs LLP TENGASCO INC TGC S-1 Crude petroleum & natural gas
Dechert LLP EDGE THERAPEUTICS INC EDGE S-3 Pharmaceutical preparations
Dechert LLP FIFTH STREET FINANCE CORP FSC N-2 Finance services
DLA Piper LLP INNOVATIVE INDUSTRIAL PROPERTIES INC ~ S-11 Real estate
Dominion Minerals Corp. DOMINION MINERALS CORP DMNME 10-12G Metal mining
Foley & Lardner LLP INNOVATIVE INDUSTRIAL PROPERTIES INC ~ S-11 Real estate
Foley Hoag LLP CELLECTAR BIOSCIENCES INC CLRB S-1 Pharmaceutical preparations
Franklin Ogele, Esq. PHOENIX REALTY INC ~ 1-A N/A
GetGo, Inc. GETGO INC ~ 10-12G ~
Gibson, Dunn & Crutcher LLP RXI PHARMACEUTICALS CORP RXII S-1 Pharmaceutical preparations
Greenberg Traurig, LLP RODIN GLOBAL PROPERTY TRUST INC ~ S-11 Real estate investment trusts
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. COLLPLANT HOLDINGS LTD ~ F-1 Orthopedic, prosthetic & surgical appliances & supplies
Haynes and Boone, LLP APPLIED OPTOELECTRONICS INC AAOI S-3 Semiconductors & related devices
John D. Thomas, P.C. CROE INC ~ S-1 ~
K&L Gates LLP INTELLICHECK MOBILISA INC IDN S-3 Prepackaged software
Maynard, Cooper & Gale, P.C. NATIONAL COMMERCE CORP NCOM S-4 National commercial banks
McDermott Will & Emery LLP COLLPLANT HOLDINGS LTD ~ F-1 Orthopedic, prosthetic & surgical appliances & supplies
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. COLLPLANT HOLDINGS LTD ~ F-1 Orthopedic, prosthetic & surgical appliances & supplies
Morrison & Foerster LLP ARMADA HOFFLER PROPERTIES INC AHH S-3 Real estate
Paul, Weiss, Rifkind, Wharton & Garrison LLP REVLON CONSUMER PRODUCTS CORP RCPC S-4 Perfumes, cosmetics & other toilet preparations
Porter Hedges LLP SUPERIOR DRILLING PRODUCTS INC SDPI S-1 Oil & gas field machinery & equipment
Proskauer Rose LLP AMERICAN FINANCE TRUST INC AFIN S-4 REITs
Shumaker, Loop & Kendrick, LLP FIRST DEFIANCE FINANCIAL CORP FDEF S-4 Savings institutions
Silver, Freedman, Taff & Tiernan LLP HOMETRUST BANCSHARES INC HTBI S-4 Savings institutions
Skadden, Arps, Slate, Meagher & Flom LLP XAI OCTAGON CREDIT OPPORTUNITIES MASTER TRUST ~ N-2 ~
Sutherland Asbill & Brennan LLP THL CREDIT LAKESHORE INC ~ 10-12G ~
Sutherland Asbill & Brennan LLP SARATOGA INVESTMENT CORP SAR N-2 Finance services
V Financial Group, LLC HWH INTERNATIONAL CORP ~ S-1 ~
Vinson & Elkins L.L.P. W&T OFFSHORE INC WTI S-3 Crude petroleum & natural gas
Vorys, Sater, Seymour and Pease LLP FIRST DEFIANCE FINANCIAL CORP FDEF S-4 Savings institutions
Windels Marx Lane & Mittendorf, LLP UNITY BANCORP INC UNTY S-3 State commercial banks
Winston & Strawn LLP VERSUS CAPITAL REAL ASSETS FUND LLC ~ N-2 ~

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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: Oct 17 – 21 / plus M&A worksheet

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
AXA EQUITABLE LIFE INSURANCE CO S-3 AXA Distributors, LLC ~
VERSUS CAPITAL REAL ASSETS FUND LLC N-2 Foreside Funds Distributors LLC ~
COLLPLANT HOLDINGS LTD F-1 Ladenburg Thalmann & Co. Inc. Roth Capital Partners, LLC
RXI PHARMACEUTICALS CORP S-1 Ladenburg Thalmann & Co. Inc. ~
INNOVATIVE INDUSTRIAL PROPERTIES INC S-11 Ladenburg Thalmann & Co. Inc. ~
NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC N-2 NorthStar 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 law firms. Click here and opt-in to receive this weekly summary via email.

Have a great week.

How is your CACM IQ? (you know, the say-on-pay ratio math thing)

Understanding and calculating your Consistently Applied Compensation Measure may seem a tad premature, seeing how your company does not need to disclose its pay ratio in this FYE of December 31 2016’s annual reports and proxy materials.

sayonpay

For most companies, these disclosures must be included in annual reports and proxy statements beginning FYE for the first fiscal year beginning on or after December 31, 2017.

That means you need to work this math very soon and the CACM should be a consideration as you’re making 2017 compensation decisions.

Per Sullivan & Crowell LLP:

“Companies may find it helpful to conduct dry-runs of the calculation based on past compensation data in order to develop an appropriate methodology, identify and resolve interpretive, practical or disclosure issues, and ensure that systems are in place to capture information necessary to support the chosen methodology. Companies should also be mindful that the pay ratio rule requires disclosure of the methodology used to determine the median employee and any material assumptions, adjustments or estimates used to identify the median employee or to determine total compensation.”

On Wednesday, the SEC’s Division of Corporation Finance posted five new CDIs (FAQs) to help US public companies further work their the pay ratio disclosure CACMs.

  • Question: If a registrant does not use annual total compensation calculated using Item 402(c)(2)(x) of Regulation S-K (“annual total compensation”) to identify the median employee, how should a registrant select another consistently applied compensation measure (“CACM”) to identify the median employee?
  • Question: May a registrant exclusively use hourly or annual rates of pay as its CACM?
  • Question: When a registrant uses a CACM to identify the median employee, what time period may it use? Must the period include the date on which the employee population is determined? Must it always be for an annual period? May it use the prior fiscal year?
  • Question: When someone is furloughed on the date that the registrant uses to determine the population of its employees from which it is required to identify the median, must the registrant include the furloughed person in the employee population used to identify the median employee, and, if included in the population, how should the furloughed employee’s compensation be calculated?
  • Question: Under what circumstances is a worker employed and his or her compensation determined by an unaffiliated third party such that the worker is considered an independent contractor or leased worker under the rule? When is a registrant considered to be determining the compensation of a worker?

You can read their answers here. Also, ask your securities law firm for their interpretation.

What Vintage will be doing – throughout 2017 – is working with clients and partners to create best practices in regard to communicating CACM visually in your annual report and proxy materials. Our president, Liam Power, recently commented on this.

Beside’s Liam, Cooley’s executive comp blog is a good read, too.

“You guys are amazing and I thank you…thanks again for the eagle eyes!”

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 isfurther highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.

KUDOS-NEW

We 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 Typesetting team

Thank you and the whole Vintage team for such excellent service (always) and to being so responsive to all of my requests.

Have a wonderful weekend. Best regards.

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Kudos to our XBRL team

Thank you all for your help on this. I know we had a lot of back and forth changes. You guys rock!

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Kudos to our EDGAR team

Thanks for the catch.  You are correct – this is an error on my part.  Please change it to refer to the S-3 and the correct file number.


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Kudos to our Mutual Funds team

I am impressed that you got both in before 5:30!

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Kudos to our EDGAR team

Thank you so much for all your help yesterday.  Our client was pleased that we were able to file on time and not miss any SEC deadlines.

We appreciated all your help and the quick turn-around given our last minute request.  Thank you again!

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Kudos to our EDGAR team

Thank you all for going above and beyond the call of duty to get this filed. Your assistance and attention to my situation is greatly appreciated.

Now, on to the Q……….

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Kudos to our XBRL team

Thank you so much for another amazingly smooth filing process – you guys are great!

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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!