IPO Underwriters of the Week: Sept. 12 – 16 / plus “M&A pitfalls” whitepaper

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 +
CERECOR INC S-1 Aspire Capital Fund, LLC ~ ~
LODE-STAR MINING INC S-1 Crane Creek, Inc. ~ ~
EXTRACTION OIL & GAS LLC S-1 Credit Suisse Securities LLC Barclays Capital Inc. Goldman, Sachs & Co.
MYOKARDIA INC S-1 Credit Suisse Securities LLC Cowen and Company, LLC BMO Capital Markets Corp.
VANTAGE ENERGY INC S-1 Goldman, Sachs & Co. / Barclays Capital Inc. / Credit Suisse Securities LLC / Citigroup Global Markets Inc. / J.P. Morgan Securities LLC / Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Inc. / Capital One Securities, Inc. / Deutsche Bank Securities Inc. / KeyBanc Capital Markets Inc. / SunTrust Robinson Humphrey, Inc. / Tudor, Pickering, Holt & Co. Securities, Inc. ABN AMRO Securities LLC / Robert W. Baird & Co. / BOK Financial Securities, Inc. / Fifth Third Securities, Inc. / Heikkinen Energy Securities, L.L.C. / Williams Trading, LLC
MIMECAST LTD F-1 J.P. Morgan Securities LLC Barclays Capital Inc. Goldman, Sachs & Co. / Jefferies LLC / RBC Capital Markets, LLC / Oppenheimer & Co. Inc. / Dougherty & Company LLC
STOCOSIL INC 1-A Monarch Bay Securities, Inc. ~ ~
NUVEEN ENHANCED MUNICIPAL VALUE FUND N-2 Nuveen Securities, LLC ~ ~
AMERICAN CANNABIS COMPANY INC S-1 Tangiers Global, 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.

VIDEO: What makes a company a strong IPO candidate

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As you’ll hear from our experts, the decision to go public, whether traditional IPO or mini-IPO, is a mosaic of many factors:

Business

  • —Does the business provide a unique service or product that doesn’t have direct competitors?
  • —If the business has publicly traded competitors, what makes it unique?
  • Cost structure (e.g. more efficient manufacturing, differentiated geographic footprint)?

Size / Scale

  • —Does the company currently have size and scale?
  • If no, is there an opportunity and plan to reach a sufficient size to be meaningful for institutional investors?

Rational

  • —Use of proceeds
  • —Additional capital required to grow
  • —Employee recruitment and retention

Company Readiness

  • —Adequacy of internal financial reporting and accounting controls (Sarbanes-Oxley)
  • —Short-term and long-term business outlook
  • —Financial performance trends and metrics for valuation
  • Predictability of operations and confidence in projections

Management Readiness

  • —Quality and depth of management team
  • —Public company experience
  • —Performance expectations

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

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

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REPORT: 90% of investors say infographics drive understanding

Certainly, it’s not breaking news that people like visuals – but that over 60% of institutional investors (and individual!) report that visuals affect their actual buying decisions is very actionable information for shareholder communicators.

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Emphasize with visuals

Audio earnings calls are the cranky-old-men of investor relations. Stubborn to change, yet a valuable part of the family.

However, shareholder communications is now (and forever) a visual, web-based media and not utilizing this storytelling strength is a mistake. Embedding a few key PowerPoint slides into your quarterly reporting – both the webcast and the news release – will improve your storytelling as well as the discoverability of your news.

One point: keep GAAP and non-GAAP at equal visual prominence.


LEARN MORE INCLUDING VERBATIM “OTHER” COMMENTS: Our new “Shareholder Confidence 365 Study booklet is now available. You can order a printed copy here.


About the study:

Initially launched in 2012, the Shareholder Confidence 365 Study is an ongoing survey targeted at two key constituents with whom public companies communicate: institutional investors and individual investors. It was the first study of its kind — directly asking investors how they consume investor relations content. In 2014, we published an updated study.

For this 2016 iteration, we have segmented and compared the results between institutional investors and individual investors. To date. we have accumulated over 6,870 responses from a pool of 16,000 buy-side analysts & portfolio managers and from over 15,000 long-term holding retail investors. There are 29 questions.

Video: August’s Top Ten Law Firms for SEC transactions

As subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly. If you would like to be emailed the week’s transactions (every Monday afternoon), fill out the quick form on this page.

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Congratulations to any and all of our partnering law firms that made this month’s list – and to the firms that worked with our teams on their clients’ transaction:

  • 1-A: Form needed for companies taking advantage of Regulation A+
  • S-1: General form of registration statement for all companies including face-amount certificate companies
  • S-3: Registration statement for specified transactions by certain issuers
  • S-4 Registration of securities issued in business combination transactions
  • N-2: Initial filing of a registration statement on Form N-2 for closed-end investment companies
  • F-1: Registration statement for securities of certain foreign private issuers
  • S-11: Registration statement for securities to be issued by real estate companies
  • 10-12G: Initial general form for registration of a class of securities pursuant to Section 12(g)
  • 10-12B: Initial general form for registration of a class of securities pursuant to Section 12(b)

Have you read our whitepaper on how the S-1 registration paperwork flows back-and-forth between the company and the SEC?  CLICK HERE

Vintage Experts to Guide Healthcare, Technology, Telecom and Aerospace-Defense Companies at 2016 Aegis Growth Conference

Intelligent value for M&A and continual disclosure & compliance drive conversations at annual event in Las Vegas, September 20-22

NEW YORK, September 13, 2016 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that the company will be presenting their Capital Markets and Corporate Services solutions the 2016 Aegis Growth Conference, September 20-22. The event is held at Encore at Wynn Las Vegas.

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Vintage’s solutions are especially tailored for Aegis Capital’s audience of publicly traded, emerging growth companies:

  • S-1 and secondary offering transactions
  • Regulation A+ offerings
  • Shareholder communications and investor visibility
  • Cost-effective EDGAR and XBRL programs
  • Virtual Data Rooms

To keep up-to-date on Vintage’s continued growth, please follow the company in LinkedIn: https://www.linkedin.com/company/vintage-filings-llc

Please visit Vintage today for more information: www.thevintagegroup.com

About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com  

About 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: Sept. 5 – 9 / plus “Age of Activism” whitepaper

There were 26 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Elephant Talk Communications Corp/ w/ Ellenoff Grossman & Schole LLP, Form Holding Corp. w/ Mintz, Levin, Cohn,

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
Altys Group, Inc. ALTYS GROUP INC 1-A
Bowles Rice LLP SUMMIT FINANCIAL GROUP INC SMMF S-4 Banks
Cars.com Inc. CARS.COM INC 10-12B
Cooley LLP EVERSPIN TECHNOLOGIES INC S-1 Semi- conductors
Davis Polk & Wardwell LLP COUPA SOFTWARE INC S-1 Software
Ellenoff Grossman & Schole LLP ELEPHANT TALK COMMUNICATIONS CORP ETAK S-3 Telephone comm
Faegre Baker Daniels LLP ASCENT SOLAR TECHNOLOGIES INC ASTI S-1 Semi- conductors
Fenwick & West LLP OBALON THERAPEUTICS INC S-1 Surgical & medical instruments
Foley Hoag LLP ZOSANO PHARMA CORP ZSAN S-3 Pharma preparations
Frank J. Hariton, Attorney-at-Law MOMENTOUS ENTERTAINMENT GROUP INC S-1 Motion picture production
Goodwin Procter LLP CRISPR THERAPEUTICS AG S-1 Biological products
Greenberg Traurig, LLP MERIDIAN WASTE SOLUTIONS INC BCKE S-1 Sanitary services
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP COUPA SOFTWARE INC S-1 Software
Haddan & Zepfel LLP BOXXY INC S-1
Hunton & Williams LLP SUMMIT FINANCIAL GROUP INC SMMF S-4 Banks
Jones & Keller, PC EARTHSTONE ENERGY INC ESTE S-3 Crude petroleum & natural gas
Keating Muething & Klekamp PLL LSI INDUSTRIES INC LYTS S-3 Electric lighting & wiring equipment
Kelley Drye & Warren LLP OCEAN POWER TECHNOLOGIES INC OPTT S-1 Electrical machinery
Kilpatrick Townsend & Stockton LLP COMMUNITY SAVINGS BANCORP INC S-1
Kirkland & Ellis LLP FIRST MIDWEST BANCORP INC FMBI S-4 National commercial banks
Latham & Watkins LLP OBALON THERAPEUTICS INC S-1 Surgical & medical instruments
Law Office of Andrew Coldicutt CLEANGOAL ENERGY CORP S-1
Loeb & Loeb LLP POLAR POWER INC S-1
Lucosky Brookman LLP MERIDIAN WASTE SOLUTIONS INC BCKE S-1 Sanitary services
Luse Gorman, PC COMMUNITY SAVINGS BANCORP INC S-1
Luse Gorman, PC HV BANCORP INC S-1 Banks
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. FORM HOLDINGS CORP FH S-4 Comms. services
Morrison & Foerster LLP WHOLE FOODS MARKET INC WFM S-4 Retail – grocery stores
Pillsbury Winthrop Shaw Pittman LLP EVERSPIN TECHNOLOGIES INC S-1 Semi- conductors
Porter Hedges LLP OCEAN POWER TECHNOLOGIES INC OPTT S-1 Electrical machinery
Proskauer Rose LLP ICAHN ENTERPRISES L.P. IEP S-3 Petroleum refining
Robert P. Schuster, PC DIGITAL 24 INC 1-A
Ropes & Gray LLP CRISPR THERAPEUTICS AG S-1 Biological products
Skadden, Arps, Slate, Meagher & Flom LLP FIDUCIARY – CLAYMORE MLP OPPORTUNITY FUND FMO N-2 Investment advice
Standard Bancshares, Inc. FIRST MIDWEST BANCORP INC FMBI S-4 National commercial banks
Sullivan & Cromwell LLP FIRST MIDWEST BANCORP INC FMBI S-4 National commercial banks
Troutman Sanders LLP POLAR POWER INC S-1

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: Sept. 5 – 9 / plus “Age of Activism” whitepaper

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 +
CRISPR THERAPEUTICS AG S-1 Citigroup Global Markets Inc. Piper Jaffray & Co. Barclays Capital Inc. / Guggenheim Securities, LLC
MERIDIAN WASTE SOLUTIONS INC S-1 Joseph Gunnar & Co., LLC ~ ~
POLAR POWER INC S-1 Joseph Gunnar & Co., LLC ~ ~
COUPA SOFTWARE INC S-1 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Barclays Capital Inc. / RBC Capital Markets, LLC / JMP Securities LLC / Raymond James & Associates, Inc.
OCEAN POWER TECHNOLOGIES INC S-1 Roth Capital Partners, LLC Maxim Group LLC ~
MOMENTOUS ENTERTAINMENT GROUP INC S-1 Southridge Partners II LP ~ ~
EVERSPIN TECHNOLOGIES INC S-1 Stifel, Nicolaus & Company Needham & Company, LLC Canaccord Genuity Inc. / Craig-Hallum Capital Group LLC
OBALON THERAPEUTICS INC S-1 UBS Securities LLC Canaccord Genuity Inc. Stifel, Nicolaus & Company, Inc. / BTIG, 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.

PR Newswire & Vintage to Showcase “How Are Investors Consuming Your Investor Relations Content?” at National Investor Relations Institute 2016 IR Fundamentals Conference

Understanding Wall Street and Main Street investors drive conversations at annual event in Boston MA, Sept 18 – 21

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NEW YORK, Sept 9, 2016 / PR Newswire / — PR Newswire & Vintage, the capital markets and corporate services division of PR Newswire, today announced that the company will be presenting their Investor Relations and Regulatory Compliance solutions at the National Investor Relations Institute (NIRI) 2016 IR Fundamentals Conference, Boston MA, Sept 18 – 21. The four day event is in the Westin Waterfront Hotel.

Recognized as the industry’s intelligent value, the companies’ SEC compliance and IR specialists will be guiding attendees through the company’s comprehensive solution suite including:

  • IR websites
  • Earnings conference calls
  • Investor visibility
  • EDGAR and XBRL programs
  • News distribution

Of special discussion this year will be the distribution of Shareholder Confidence 365 Study: How Wall Street and Main Street Compare When Researching Stocks.

Order your free copy of this 30 page report. (click image)

Order your free copy of this
30-page report. (click image)

Initially launched in 2012, the Shareholder Confidence 365 Study is an ongoing survey targeted at two key constituents with whom public companies communicate: institutional investors and individual investors. It was the first study of its kind — directly asking investors how they consume investor relations content. In 2014, we published an updated study.

The report may be ordered here: http://e.prnewswire.com/Shareholder-confidence-365-study.html

For this 2016 iteration, the report segments and compares the results between institutional investors and individual investors. To date, 6,870 responses have been accumulated from a pool of 16,000 buy-side analysts & portfolio managers and from over 15,000 long-term holding retail investors. There are 29 questions.

Questions include:

  • How often do you visit IR websites?
  • Why do visit IR websites?
  • Do you use Twitter for stock research?
  • Would a CEO video instill trust?
  • Do you use earnings estimates?

Currently, Vintage – PR Newswire has over 1000 PR and IR websites. Please visit Vintage today for more information: www.thevintagegroup.com

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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. www.thevintagegroup.com

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

“Thanks for your speedy work last night. Hopefully, you can turn around this one quickly also!”

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 the week’s notes: 

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Kudos to our Mutual Funds team

Thanks SO much for all your help [with our prospectus]! I couldn’t have done it without you! You guys are the best!

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.Kudos to our EDGAR team

I wanted to thank you all for your assistance yesterday getting our Form 10-Q filed yesterday.  It is very nerve wracking coming down to wire like we have the past two quarters.

I just wanted to say thank you for making sure that our changes went in and our 10-Q filed. Thanks again and hope you all have a relaxing day!

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kudos_quote1

.Kudos to our XBRL team

I just had a very pleasant conversation with [client’s peer].

While I could not address his questions about preparing 8k’s and Form 4, I did tell him the system was very user friendly and the support from the staff is unbeatable.

 


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.Kudos to our Print team

You guys were great. Thank you for the push to finish today.

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.Kudos to our EDGAR team

Thank you very much [Vintage]! Once again, you guys have been awesome to deal with!!! Best Regards, [client].

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.Kudos to our XBRL team

THANK YOU!!!  YOU ARE GREAT TO WORK WITH!!

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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!

Vintage Dominates the Mini-IPO Registration Process

“Intelligent Value” promise drives Regulation A+ (Reg A+) corporate filings 3:1 over competitors

NEW YORK /PRNewswire/ Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, has announced that the company is the 2016 leading filing agent for Securities and Exchange Commission Form 1-A, commonly referred to as a Mini-IPO.

“When we relaunched Vintage in 2014, we cemented our guiding principles of delivering intelligent value to companies,” said Vintage President, Liam Power. “Intelligent value means we provide a flexible balance of people, facilities and technology to ensure that regulatory processes are smoothly executed. I believe it is this flexibility that allows us to best serve Emerging Growth Companies,” said Power.

Reg A+ is an updated rule to the existing Regulation A exemption for smaller issuers and was mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act. It allows smaller companies to offer and sell up to $50 million of securities within a 12-month period, subject to eligibility, disclosure and reporting requirements.

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Power further explained that Vintage has adapted its traditional S-1 IPO team to guide clients through the Form 1-A process, exercising the same detailed oversight in the offering’s drafting and filing with the SEC. “Certainly, a mini-IPO is a smaller filing, but it is no less compliant than the large S-1 filings we create each week for later-stage companies.”

To help companies prepare for their Reg A+ Form 1-A drafting, Vintage has created a DIY worksheet that guides a company through the different information they will need to collect. The worksheet can be downloaded here: http://e.prnewswire.com/Vintage_RegA_Worksheet.html.

“We researched the ruling in-depth when it was announced and finalized, always keeping in close contact with securities attorneys as well as the SEC, post-implementation, to ensure full compliance for our clients,” explained Gordon Ruckdeschel, Vintage’s Vice President of Operations. “We immediately recognized that this new approach to offer securities would be very attractive, particularly to small-cap and mid-cap companies.

Our operations teams’ goal is to work aside our clients throughout their offering and well into their ongoing SEC reporting requirements,” continued Ruckdeschel. “There is nothing ‘mini’ about the level of detail the filing requires.” 

In addition to 2016’s leadership, Vintage has been the #1 filing agent since Reg A+ became effective in June 2015. Vintage has worked with as many companies as the three next filing agents combined.

REGA_charts2

“Reg A+ was launched without an instruction manual – it’s new ground for the capital markets and as a result of that, the successes and failures are being closely monitored by companies, investors and regulators alike,” said Bradley H. Smith, Director of Marketing at Vintage / PR Newswire. “One point is clear – that marketing and shareholder communications are playing a critical role in inviting investors into the offering. However, we’re seeing that success is driven in nontraditional ways.”

Rather than the usual institutional IPO roadshow, mini-IPOs are digging deep into their existing owned channels like social media, customer database and their corporate websites. Earned channels including press releases and paid channels including crowdfunding portals and, for example, VirtualInvestorConferences.com are also being utilized.

“Companies need to first excite their fan base and then execute their Reg A+,” closed Smith.

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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