Monthly Archives: January 2017

Vintage Ranked 2016 Top SEC Filing Agent in China: Form 20-F Filings

Company wins second spot worldwide

NEW YORK, JAN 31, 2017 / PR Newswire / — Vintage, the capital markets, corporate services and institutional and fund services division of PR Newswire, today announced that their China & Hong Kong division has rated number one for filing SEC Form 20-F on behalf of their China-based clients.

Vintage filed 47% of Form 20-F files in China in 2016.

A requirement of the Securities Exchange Act of 1934, a Form 20-F, and its Canadian equivalent Form 40-F, must be submitted by foreign issuers that have listed equity shares on stock exchanges in the United States. Similar to a Form 10-K for U.S.-based issuers, Form 20-F calls for the submission of an annual report within six months of the end of a company’s fiscal year.

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“Once again, we are very proud with our achievement of being in the number one position in China,” said Sharon Xu, Director of IR Services: China, PR Newswire and Vintage. “We continue to advance our investment in the expansion of the bilingual production team and in delivering fast-turns and accurate execution. We appreciate our clients’ confidence in us and we will continue to surpass their expectations.”

58.com, (NYSE: WUBA) the largest online marketplace serving local merchants and consumers in China, utilizes the compliance services of Vintage and compliments the company’s ability to execute under great pressure.

“PR Newswire/Vintage provides total solutions to us, including Edgar Filing, XBRL, typesetting, news releases and webcast services,” said 58.com CFO, Alex Zhou. “The different functions of their teams work together in highly efficiency way to support their clients. The editors and XBRL professionals will give you valuable suggestions even under great time pressure. I trust their work.”

Vintage rated Number Two worldwide for Form 20-F and Form 40-F filings

In addition to holding the top position in China, Vintage also claimed the number two position worldwide, led predominantly by their Israeli and Canadian offices.

“Our dedicated, local presence has long made us a leading provider of compliance solutions in Israel,” said Jeremy Thompson, CEO (EMEA & India) Cision/PR Newswire. “There is a strong demand for filing alongside shareholder communications – PR Newswire and Vintage allow US-listed clients to easily fulfil their compliance obligations and leverage the industry’s most powerful distribution network.”

“At CNW, we firmly believe that our clients deserve the very best and this is why we leverage the experts at Vintage to offer our inter-listed clients a concierge level of service for all their regulatory needs,” said Nicole Guillot, CNW’s President. “We can’t tell you how pleased we are to be an integral element of this global and combined success story for Vintage, PR Newswire, CNW and, now Cision.”

In addition to Form 20-F, the company also supports corporations, regardless of geography, throughout IPO registrations, Regulation A+ registrations, virtual data rooms and shareholder communications.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. 

About PR Newswire

PR Newswire, a Cision company, is the premier global provider of multimedia platforms and distribution that marketers, corporate communicators, sustainability officers, public affairs and investor relations officers leverage to engage key audiences. Having pioneered the commercial news distribution industry over 60 years ago, PR Newswire today provides end-to- end solutions to produce, optimize and target content — and then distribute and measure results. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire powers the stories of organizations around the world. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and Asia-Pacific regions.

Cision is a leading global media intelligence company, serving the complete workflow of today’s communication professionals. 

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: Jan 23 – 27 / plus whitepaper: improving SEC disclosure

There were 45 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including WPCS International Inc. w/ K&L Gates LLP, Dipexium Pharmaceuticals Inc. w/ Jackson Walker LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC, Yatra Online Inc. w/ Goodwin Procter LLP and RegA+ registration Groundfloor Real Estate 1 LLC w/ Robbins Ross Alloy Belinfante Littlefield LLC and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan LLP.

We appreciate that they selected to work with us and benefited from our fast-turns and spot-on execution.

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Law firm / advisor Registrant Symbol Form Industry
Baker Botts L.L.P. ENABLE MIDSTREAM PARTNERS LP ENBL S-3 Natural gas transmission
Bernstein Shur, Sawyer & Nelson PEACHTREE ALTERNATIVE STRATEGIES FUND ~ N-2 ~
Broadcast 3DTV, Inc. BROADCAST 3DTV INC ~ 1-A Radio & television broadcasting & comms equipment
Disclosure Law Group, PC VISTAGEN THERAPEUTICS INC VTGN S-3 Pharma preparations
Dorsey & Whitney LLP CHS INC CHSCM S-1 Wholesale – farm product raw materials
Durham Jones & Pinegar, P.C. DYNATRONICS CORP DYNT S-3 Electromedical & electro-therapeutic apparatus
Ellenoff Grossman & Schole LLP ITUS CORP ITUS S-1 Computer peripheral equipment
Fried, Frank, Harris, Shriver & Jacobson LLP GOLDMAN SACHS MIDDLE MARKET LENDING LLC ~ 10-12G ~
Golenbock Eiseman Assor Bell & Peskoe, LLP IMPRIMIS PHARMA-CEUTICALS INC IMMY S-3 Pharma preparations
Goodwin Procter LLP YATRA ONLINE INC YTRA F-1 Transportation services
Greenberg Traurig, LLP RMG NETWORKS HOLDING CORP RMGN S-3 Business services, not elsewhere classified
Haynes and Boone, LLP INSPIREMD INC NSPR S-1 Surgical & medical instruments & apparatus
Hunton & Williams LLP FIRST INTERSTATE BANCSYSTEM INC FIBK S-4 State commercial banks
J.P. Galda & Co. ALGAE DYNAMICS CORP ~ S-1 Medicinal chemicals & botanical products
Jackson Walker L.L.P. DIPEXIUM PHARMA-CEUTICALS INC DPRX S-4 Pharma preparations
JBG SMITH Properties JBG SMITH PROPERTIES ~ 10-12B ~
K&L Gates LLP WPCS INTERNATIONAL INC WPCS S-3 Comms services
Korth Direct Mortgage LLC KORTH DIRECT MORTGAGE LLC ~ S-1 ~
Lane & Waterman LLP LEE ENTERPRISES INC LEE S-3 Newspapers
Latham & Watkins LLP HOULIHAN LOKEY INC HLI S-3 Investment advice
Loeb & Loeb LLP SMITH MICRO SOFTWARE INC SMSI S-3 Prepackaged software
Lowenstein Sandler LLP CELLDEX THERAPEUTICS INC CLDX S-3 In vitro & in vivo diagnostic substances
Lu Thuan Van LU THUAN VAN ~ 1-A ~
Lucosky Brookman LLP DUOS TECHNOLOGIES GROUP INC IOSA S-1 Prepackaged software
Luse Gorman, PC FIRST INTERSTATE BANCSYSTEM INC FIBK S-4 State commercial banks
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. DIPEXIUM PHARMA-CEUTICALS INC DPRX S-4 Pharma preparations
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. NEUROMETRIX INC NURO S-3 Surgical & medical instruments & apparatus
Mobodexter Inc. MOBODEXTER INC ~ 1-A ~
Northwest Trout Farms, Inc. NORTHWEST TROUT FARMS INC ~ 1-A ~
O’Neal Law Office DIAMANTE MINERALS INC OCOO S-1 Mining & quarrying nonmetallic minerals
Paul Hastings LLP CONSOLIDATED COMMUNICATIONS HOLDINGS INC CNSL S-4 Telephone comms
Pearlman Law Group LLP SOCIAL REALITY INC SRAX S-3 Advertising agencies
Robbins Ross Alloy Belinfante Littlefield LLC GROUNDFLOOR REAL ESTATE 1 LLC ~ 1-A ~
Ropes & Gray LLP NEXPOINT CREDIT STRATEGIES FUND NHF N-2 Finance services
Satterlee Stephens LLP RENOVACARE INC RCAR S-1 Oil & gas field exploration services
Schiff Hardin LLP CONSOLIDATED COMMUNICATIONS HOLDINGS INC CNSL S-4 Telephone comms
Schiff Hardin LLP INSPIREMD INC NSPR S-1 Surgical & medical instruments & apparatus
Schwell Wimpfheimer & Associates STRAIGHT PATH COMMUNICATIONS INC STRP S-3 Radiotelephone comms
SD Mitchell & Associates, PLC ECO SCIENCE SOLUTIONS INC ESSI S-1 Retail
Sheppard, Mullin, Richter & Hampton LLP DUOS TECHNOLOGIES GROUP INC IOSA S-1 Prepackaged software
Sichenzia Ross Ference Kesner LLP ORBITAL TRACKING CORP SILV S-1 Telephone comms
Simpson Thacher & Bartlett LLP FIRST HAWAIIAN INC FHB S-1 Finance services
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP GROUNDFLOOR REAL ESTATE 1 LLC ~ 1-A ~
Snell & Wilmer L.L.P. CRYOPORT INC CYRX S-3 Plastics foam products
StepOne Personal Health, Inc. STEPONE PERSONAL HEALTH INC ~ 1-A Computer processing & data preparation
Sullivan & Cromwell LLP FIRST HAWAIIAN INC FHB S-1 Finance services
Sutherland Asbill & Brennan LLP GOLDMAN SACHS MIDDLE MARKET LENDING LLC ~ 10-12G ~
Sutherland Asbill & Brennan LLP OGLETHORPE POWER CORP ~ S-3 Electric services
Tool Floor, Inc. TOOL FLOOR INC ~ 1-A ~
Vinson & Elkins L.L.P. CONTANGO OIL & GAS CO 5CE;MCF S-3 Crude petroleum & natural gas
Vinson & Elkins LLP PATTERSON UTI ENERGY INC PTEN S-4 Drilling oil & gas wells
Wachtell, Lipton, Rosen & Katz PATTERSON UTI ENERGY INC PTEN S-4 Drilling oil & gas wells
Willkie Farr & Gallagher LLP GOLDMAN SACHS MIDDLE MARKET LENDING LLC ~ 10-12G ~
Willliams Law Firm, P.A. BIOLARGO INC BLGO S-1 Chemicals & allied products
Wilson & Oskam, LLP BIOLARGO INC BLGO S-1 Chemicals & allied products

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: Jan 23 – 27 / plus whitepaper: improving SEC disclosure

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 +
FIRST HAWAIIAN INC S-1 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Inc. J.P. Morgan Securities LLC / BNP Paribas Securities Corp.
GOLDMAN SACHS MIDDLE MARKET LENDING LLC 10-12G Goldman, Sachs & Co. Goldman Sachs International ~
DUOS TECHNOLOGIES GROUP INC S-1 Joseph Gunnar & Co., LLC ~ ~
ITUS CORP S-1 Meetrix Communications, Inc. ~ ~
ECO SCIENCE SOLUTIONS INC S-1 Phenix Ventures, LLC ~ ~
PEACHTREE ALTERNATIVE STRATEGIES FUND N-2 Ultimus Fund Distributors, 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.

Have a great week.

 

How mutual fund SEC filings compare to corporate issuer filings

Our ETF and mutual fund teams are experts with the intricacies (and deadlines) of mutual fund reporting e.g. keeping track of the very subtle changes, prospectus-by-prospectus, across a trust.

Although the SEC filings for ’40 Act documents are no more “accurate” than ’33 and ’34 Acts, the process and volume of work, per client, can be much greater. Our WorkStream process diagram illustrates that. Request our 2017 MF & ETF Calendar for even more clarity. 

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CLICK IMAGE TO ENLARGE

 Corporate SEC filings compared with mutual fund SEC filings:

Corporate Issuer Filings

Securities Act Of 1933

Mutual Fund Filings

Securities Act Of 1933 and 1940

S-1: Initial IPO registration N-1A: Initial fund registration
S-1/A: Pre-effective amendments

 

N-1A/A: Pre-effective amendments
POS AM: Post-effective amendments 485APOS: Post-effective amendments
NA 485BPOS: Post-effective amendments with XBRL risk/return reporting
8-K: Current report 497: Supplement report
10-Q: Quarterly report with XBRL N-Q: Filed Q1 and Q3 reporting
NA N-CSRS: First six-month report including non-financial information
NA NSAR-A: First six-month financial-based report
10-K: Annual report with XBRL N-CSR: Year-end report including non-financial information
NA NSAR-B: Year-end financial-based report
DEF 14A: Definitive proxy statement DEF 14A: Definitive proxy statement
NA N-PX: Annual proxy voting record
S-4: Merger N-14: Merger
NA 40-17G: Fidelity bond filing

Another differentiation is that, unlike a corporate S-1 issuer with its single “stock,” N-1A funds have a three-tiered structure

  • Trust – corporation: this is the entity that gets a CIK on the EDGAR system.
  • Series – fund: this is the specific fund
  • Class: most funds also have different share classes based on audience for that fund

Lastly, a cost difference between the S-1 and N-1A filing processes is that N-1A don’t have a SEC filing fee nor do they typically work through the “aesthetic” typesetting and financial “ink on paper” printing process. This generally happens when the fund is ready to be marketed – at the 485APOS and 485BPOS (post-effective) stage.

Request our 2017 MF & ETF Calendar now. Each month is sorted by FYE.

“Thank you for going above and beyond as always.”

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.

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We can’t not share the good news (anonymized for privacy). Sales can offer you full named references. Here is just a handful of our client services “Kudos” for this week.

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…and file the amendment with the SEC today. Thank you all for a great job. May the gods of the Securities and Exchange Commission be with all of us.

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The New Year is on the way, and for all the hard works, efforts, and sleepless nights you put into this project, we want to say thank you!

On behalf of our management and Board of Directors, we appreciate that the IPO application can be filed before the new year and this couldn’t have happened without you.

We wish all of you and your families the happiness and health for the New Year!

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I know it doesn’t happen by magic, so I was to let you, the Vintage team, know that your hard work is appreciated.

Thanks, again, and best regards.

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Thank you, [Vintage employee name] . And thank you to everyone who got this done overnight. We appreciate the work.

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Once, again, I thank you, all for making it so easy to file a complete, accurate and professional-looking document on such a timely basis.

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You guys are AWESOME!!!

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Thank you very much for getting this taken care of quickly, and apologies for [our] last minute “fire drill” on this.

We really appreciate you and your team delivering and getting it done!

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!

Experts speak on what’s driving SEC disclosure reform

With multiple releases related to disclosure in 2016, the SEC opened up a controversial can of worms. Five experts give their opinions about the Commission’s proposals.

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Vintage question > How effective do you think the disclosure changes proposed by the SEC would be in achieving more efficient disclosure processes? And more generally, which specific areas of disclosure do you think are most in need of reform?

Broc Romanek > These are just concept releases right now, and when the SEC has a really big project, they do a concept release even before the proposing release. That’s what is happening here, and what that means is that this a multi-year project – in fact, it might be a decade- long project.

What will probably happen is that there will be proposals regarding small, niche areas, since that is really the only way for an agency to approach rule- making of such a large scale like this. The reason is that if the proposal is too big, there will be some controversial parts that will cause it to stall, particularly because the rule-making of any federal agency can now become politicized. Federal agencies also need to go through a cost-benefit analysis now, which by itself requires an agency to do a lot more homework before they propose and then adopt a rule.

As for which areas I think are most in need of reform, in my opinion there are two main high-value things investors are looking for. One of them is what I would call “straight talk.” This is the way Warren Buffett writes for Berkshire Hathaway – his annual report is very popular because it’s straightforward, written in a conversationalist style. I believe he writes it himself – it’s definitely not the CEO’s lawyer writing it – and he’s telling it like it is. He’s one of the only people to do it, and that is something that investors clearly want but CEOs aren’t doing.

v-redthe-irwhitepaperThe second valuable type of information that investors are really looking for is forward-looking information. Again, even though there is safe harbor in the securities laws to protect companies from liability to some extent, there is still some risk. In hindsight, if some forward- looking disclosure is wrong, a company can likely get sued if the stock price falls. So there just isn’t that much forward- looking information, and analysts and investors have to find other ways to do their homework on companies. Part of that forward-looking information, and part of what Warren Buffett writes about, is strategy. Strategy is part of these first two things that I mentioned – people want companies to talk more clearly about what their strategy is for the future.

There you also have competitive harm concerns – you don’t want to tip off your competitors regarding your strategy. But those are really the things that could probably boost disclosure the most. These are all high-level, but I think any reform should start at a high level and say, “Okay, what do people really want to read?” A lot of the disclosure we’re getting is really secondary and not market-moving information.

Anna Pinedo > I think the rule changes proposed by the SEC would be very effective in improving disclosures and making them more user-friendly and transparent. Eliminating outdated disclosure requirements, such as the need to include the registrant’s stock price performance and certain financial ratios, would also be a useful step I think. Similarly, I think it’s useful to eliminate repetitive disclosures that could be contained in one static “company document.” In my opinion, the areas most in need of attention are the risk factors section and the MD&A section.

Risk factor disclosure has become so lengthy so as not to be helpful to a potential investor. Registrants and their counsel are appropriately concerned about mitigating the risk of future litigation and respond to their concerns by including within the risk factors section numerous risks, including some generic risks, which may affect the registrants’ businesses and financial results. However, many registrants and their counsel choose to over-disclose.

While some commenters may observe that the length of risk factors or the number of risk factors does not pose a concern for potential investors, I believe that the disclosures may become so lengthy that a retail investor may have difficulty identifying those risks that are truly significant.

OUR EXPERTS:

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Erik Bradbury > We’ve done a lot of work in this space over the past few years, including in two recent responses to the SEC releases. By way of background, the FEI has a number of technical committees, the most prominent of which is the Committee on Corporate Reporting (CCR), and it is made up of approximately 45 of the Fortune 100 principal accounting officers, controllers, and other financial executives. To give you an idea of the magnitude, they collectively represent about US$5tn in market capitalization – so it’s a big group.

Our point of view is that we’re supportive of the SEC’s initiatives to review and improve disclosures for the benefit of investors. We feel that the SEC should focus on three areas. The first of these is the need for a principal-based framework. It’s our view that a principle-based framework that is appropriately designed with clearly stated objectives provides the best foundation to deliver decision-useful information to investors and users of financial statements. That was one of the questions asked in the concept release.

Another point we make is that materiality is a key component of this. It should be the primary consideration for determining what gets disclosed and to what extent. What does that mean? It means that bright-line disclosures are unnecessary. Materiality should be the basis for disclosing certain things, and bright-line disclosures don’t consider materiality at all. In some cases, they force companies to disclose things that they otherwise wouldn’t but are clearly immaterial to investors overall.

We also believe that disclosure should be flexible. In general, if you have a flexible disclosure that’s based on meaningful material factors for a registrant’s industry and business, that provides the framework for which a company can disclose information in the most effective way possible. MD&A is a good example of this – MD&A is rather flexible in terms of how companies are able to describe their businesses, and it has arguably stood the test of time.

And lastly, but importantly, we encourage the SEC to continue encouraging registrants to voluntarily improve their disclosures.

Dan Hanson > I’m an active manager of publicly traded equities, and as a fundamental investor I primarily do bottom-up research. I focus on a company’s business operations, and corporate disclosures are a really important part of that. As an investor, there’s no question that there is an issue of information overload, which creates a big burden for reporting companies and users of financial statements alike. The challenge for investors is to figure out what is relevant, which can be like searching for a needle in a haystack.

On the other side, issuers are often motivated by a concern about legal implications of disclosure. So it’s like entropy – you have perpetually more disclosure, without ever any roll-back. So the challenge is to balance the tension of having a good regulatory framework for required disclosure but also step back and allow management to really curate what they think is relevant and present a more concise view of what is material to their business, which will allow the investor to key in on those issues.

Regarding the SEC’s current initiative, I would cite the explosion of comments they received and say that they clearly struck a nerve. There was a huge volume of comments and they were highly substantive. Interestingly, some of them actually came from other government agencies, such as the EPA, as well as from many lawmakers. Some of the dialogue the SEC has had revolves around going to a uniform set of disclosures across government, and there could be a real harmony and elegance to that, in principle.

 

 

WEBINAR: SEC Reporting & Filing in the Trump Administration – JAN 26

Recently, there has been increased SEC guidance, scrutiny and enforcement surrounding reporting and disclosure requirements for public companies.  The SEC has, along with other actions, provided guidance to limit non-GAAP reporting, utilized disclosure to regulate social issues, from climate change to the use of conflict minerals, and adopting the final pay ratio disclosure rule.

  • Thursday, January 26, 2017  ~ 1:00 PM
  • REGISTER HERE Free, including CLE credit

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The Trump administration has created a level of uncertainty surrounding how the SEC will look over the next four years.  Will the SEC continue its high level of scrutiny and enforcement in the same areas, or refocus?  Are the recently adopted rules likely to remain, and where reporting requirements change?  How should you advise your clients in preparing their filings and disclosures in this regulatory environment?

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Join us for this 60-minute webinar, where our panelists will discuss the above questions, top considerations for advising your clients, and strategies for maintaining compliance in a landscape with potential to change drastically.

Educational Objectives:

  • Understand the current state of SEC reporting and disclosure requirements, and what might be likely to change
  • Learn about anticipated changes and developments to current regulations
  • Gain strategies and tactics to help your clients prepare for and maintain compliance with their SEC filings

Who would benefit most from attending this program?
Securities attorneys; practitioners advising companies of all sizes; CFOs at companies of all sizes; finance and accounting professionals.

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OUR EXPERTS:

JANE WHITT SELLERS, PARTNER ~ MCGUIREWOODS LLP
Janie has substantial experience with a wide range of corporate finance, securities, corporate governance and mergers and acquisitions matters. She has represented public and private corporate, LLC and MLP issuers and their underwriters in a great variety of financing transactions from syndicated loan agreements to public and private offerings (including Rule 144A and ATM offerings) of debt and equity securities as well as hybrid securities, equity units, mandatorily convertible securities, convertible notes, junior subordinated notes and trust preferred securities. Her experience also includes equity self-tenders and other repurchases as well as liability management transactions such as tender and exchange offers and consent solicitations for outstanding debt securities.

Janie advises on securities disclosures for 1934 Act reports and proxy statements, and assists companies in engaging with shareholders and the SEC regarding shareholder proposals. Corporate governance matters in which she has been involved include advising boards of directors regarding fiduciary duties and conflicts of interest in mergers and acquisitions and other settings, proxy access bylaws, majority vote in director elections, shareholder-called special meetings and majority written consents. Her mergers and acquisitions experience includes stock and asset acquisitions and divestitures, public company mergers, spin-offs and MLP drop-downs. Janie has served on a number of nonprofit boards and been significantly involved in nonprofit activities, particularly involving independent schools and the arts.

JULIE H. VALPEY, ASSURANCE PARTNER, NATIONAL SEC DEPARTMENT, HEAD OF GLOBAL OFFERINGS AND SUPPORT SERVICES ~ BDO
Julie is a Partner in the National SEC Department in BDO’s New York office and is head of the firm’s Global Offerings and Support Services. She has more than 25 years of experience with accounting, financial reporting, auditing and business management.

Julie works extensively with BDO’s public clients and engagement teams to prepare SEC filings and resolve related accounting, reporting and SEC compliance issues. She also provides support to BDO Global firm clients on IFRS matters, private offerings and SEC filings. Julie also does technical writing and research and is co-author of the AICPA’s Guide to SEC Reporting and Annual Public Company Update: SEC, PCAOB, and AICPA Developments. Julie teaches and speaks in the US and around the globe on topics including SEC and PCAOB rules and regulations, US GAAP and IFRS. She also leads BDO’s XBRL Services team in performing AUP’s and other XBRL consulting services.

Prior to joining BDO, Julie worked in the public sector as Assistant to the Controller for Teligent, Inc., helping the company with its initial IPO filing and external financial reporting as well as working on acquisitions and mergers. Additionally, Julie served as Finance Director at Gannett Co., Inc., where she led the financial reporting department in the areas of consolidation accounting, SEC reporting and mergers and acquisitions. Julie began her career with KPMG in Rochester, New York.

IPOs and Transactions: Jan 16 – 20 / plus “SEC Reporting & Filing in the Trump Administration” webinar

There were 39 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 benefited from our fast-turns and spot-on execution.

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Law firms / advisors Registrant Symbol Form Industry
ABCO Energy, Inc. ABCO ENERGY INC ABCE S-1 Construction-special trade contractors
Andrews Kurth Kenyon LLP INDEPENDENT BANK GROUP INC IBTX S-4 State commercial banks
Axelrod, Smith & Kirshbaum TORCHLIGHT ENERGY RESOURCES INC TRCH S-1 Crude petroleum & natural gas
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC SIMMONS FIRST NATIONAL CORP SFNC S-4 National commercial banks
Bracewell LLP ALLEGIANCE BANCSHARES INC ABTX S-3 State commercial banks
Cassidy & Associates, Attorneys at Law BUSH SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law ECHO SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law FOREST SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law PARK SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law RAIN SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law ROUGH SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law STILL SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law THICKET SOUND ACQUISITION CORP ~ 10-12G ~
Cassidy & Associates, Attorneys at Law TIMBER SOUND ACQUISITION CORP ~ 10-12G ~
Cleary Gottlieb Steen & Hamilton LLP ALCOA CORP AA S-1 Aluminium rolling & drawing
Covington & Burling LLP SIMMONS FIRST NATIONAL CORP SFNC S-4 National commercial banks
Cravath, Swaine & Moore LLP ALCOA CORP AA S-1 Aluminium rolling & drawing
Davis Polk & Wardwell LLP BITCOIN INVESTMENT TRUST ~ S-1 Commodity contracts brokers & dealers
Dorsey & Whitney LLP CACHET FINANCIAL SOLUTIONS INC CAFN S-1 Blank checks
Dorsey & Whitney LLP CESCA THERAPEUTICS INC KOOL S-3 Laboratory apparatus & furniture
Fenimore, Kay, Harrison & Ford, LLP INDEPENDENT BANK GROUP INC IBTX S-4 State commercial banks
Fenimore, Kay, Harrison & Ford, LLP VERITEX HOLDINGS INC VBTX S-4 State commercial banks
Fredrikson & Byron, P.A. CACHET FINANCIAL SOLUTIONS INC CAFN S-1 Blank checks
Gunster, Yoakley & Stewart, PA CENTERSTATE BANKS INC CSFL S-4 National commercial banks
Haynie Rake Repass & Klimko, P.C. INDEPENDENT BANK GROUP INC IBTX S-4 State commercial banks
Hogan Lovells US LLP BIOVIE INC NNAB S-1 Pharmaceutical preparations
Holland & Knight LLP PACIFIC PREMIER BANCORP INC PPBI S-4 Savings institutions, federally chartered
K&L Gates LLP ENER-CORE INC ENCR S-1 Miscellaneous chemical products
Kirkland & Ellis LLP MIDSTATES PETROLEUM COMPANY INC MPO S-1 Crude petroleum & natural gas
Latham & Watkins LLP CENTENNIAL RESOURCE DEVELOPMENT INC SRAQ S-1 Crude petroleum & natural gas
Lindquist & Vennum LLP WINNEBAGO INDUSTRIES INC WGO S-3 Motor homes
Macdonald Tuskey Corporate & Securities Lawyers XPLOSION INC ~ S-1 ~
Manatt, Phelps & Phillips, LLP PACIFIC PREMIER BANCORP INC PPBI S-4 Savings institutions, federally chartered
Milbank, Tweed, Hadley & McCloy LLP MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP ~ S-4 ~
Nemus Bioscience, Inc. NEMUS BIOSCIENCE INC NMUS S-1 Trucking, except local
Norton Rose Fulbright US LLP EQUITY BANCSHARES INC EQBK S-3 State commercial banks
Norton Rose Fulbright US LLP VERITEX HOLDINGS INC VBTX S-4 State commercial banks
Paul A. Rachmuth, Esq. ALTAVOZ ENTERTAINMENT INC ~ S-1 ~
Ropes & Gray LLP AGENUS INC AGEN S-3 Biological products
Ropes & Gray LLP PIMCO CORPORATE & INCOME OPPORTUNITY FUND PTY N-2 Unit investment trusts
Ropes & Gray LLP PIMCO DYNAMIC INCOME FUND PDI N-2 Investment advice
Smith Mackinnon, PA CENTERSTATE BANKS INC CSFL S-4 National commercial banks
Squire Patton Boggs LLP AMTECH SYSTEMS INC ASYS S-3 Special industry machinery
Steele Oceanic Corp. STEELE RESOURCES CORP SELR 10-12B Phonograph records & prerecorded audio tapes & discs
Sutherland Asbill & Brennan LLP SARATOGA INVESTMENT CORP SAB N-2 Finance services
Wilson Sonsini Goodrich & Rosati, P.C. TRUECAR INC TRUE S-3 Services – computer processing & data preparation
Womble Carlyle Sandridge & Rice, LLP ATLANTIC CAPITAL BANCSHARES INC ACBI S-3 State commercial banks

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: Jan 16 – 20 / plus “SEC Reporting & Filing in the Trump Administration” webinar

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
BIOVIE INC S-1 Aspire Capital Fund, LLC
CACHET FINANCIAL SOLUTIONS INC S-1 Lake Street Capital Markets, LLC National Securities Corp.

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.

Have a great week.

 

The WSJ and Vintage agree… “The IPO market is perking up.”

As reported in the WSJ’s optimistically titled article Flurry of IPOs Poised to Test Market for New Offerings, “the IPO market is perking up after the slowest year for new U.S. listings in more than a decade. Nine companies began to pitch their initial public offerings to prospective investors so far this week. That is the most since 13 did so in one week in June 2015.”

v-redthe-irwhitepaperOur transaction team is experiencing this optimism and has been actively counseling pre-IPO companies through the S-1 draft registration process. THIS WHITEPAPER is a core (and illustrative) document for that.

But even before the drafting, our conversations revolve around converting from a private company into a public company… and extremely burdensome for your accounting team… soon to rebranding as “your financial reporting department,” BTW. Often, the process of converting to public company financial statements is long and complex, and can reveal unexpected challenges. Allowing sufficient preparation time for this process is important. Commencement of this process as soon as an IPO becomes an optional strategy for the company is recommended.

Mike Gould, Partner at PwC explains in this video snippet.

Giving your financial teams ample time to prepare AND learn the IPO financial vocabulary is key as they will be responsible for the documentation of critical and judgmental accounting policies related to all the financial statements.

  • Revisiting/enhancement of accounting policies in footnotes
  • Incremental disclosures to comply with SOX e.g., segments, earnings per share (EPS), pro forma info for business combinations
  • Preparation of documentation in anticipation of SEC comments
  • Increased attention on auditor independence, requiring company to prepare its own documentation of key accounting policies

For more depth, watch the complete IPO webinar HERE.

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