IPOs and Transactions: Aug 8 – 12 / plus S-1 “how-to” whitepaper

There were 54 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Bionik Laboratories Corp. w/ Ruskin Moscou Faltischek PC, Overseas Shipholding Group Inc. w/ Cleary Gottlieb Steen & Hamilton LLP and Gibson, Dunn & Crutcher LLP, Relative Value Fund w/ Drinker Biddle & Reath LLP, Homeunion Holdings Inc. w/ Morgan, Lewis & Bockius LLP and Cryoport Inc. w/ Snell & Wilmer LLP.

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Law firm / advisor Registrant Symbol Form Industry
Andrews Kurth LLP SUNOCO LIMITED PARTNERSHIP SUSP S-3 Petroleum products
Baker Botts L.L.P. QVC INC ~ S-3 Retail, catalog and mail orders
Bioverativ Inc. BIOVERATIV INC BIIB 10-12B ~
Brookfield Real Assets Income Fund Inc. BROOKFIELD REAL ASSETS INCOME FUND INC ~ N-2 ~
Bull, Housser & Tupper LLP QLT INC QLTI S-4 Pharma
Burns & Levinson LLP BIOSTAGE INC BSTG S-3 Biological products
Business Filings Inc. GEANT CORP ~ S-1 Animal products
Carter Ledyard & Milburn LLP MAGAL SECURITY SYSTEMS LTD MAGS F-1 ~
Cassidy & Associates, Attorneys at Law CROW STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law DOVE STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law FINCH STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law HAWK STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law HERON STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law LARK STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law ROBIN STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law SPARROW STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law STARLING STREET ACQUISITION CORP ~ 10-12G Blank check
Cassidy & Associates, Attorneys at Law WREN STREET ACQUISITION CORP ~ 10-12G Blank check
Cleary Gottlieb Steen & Hamilton LLP OVERSEAS SHIPHOLDING GROUP INC OSG S-3 Freight sea transport
Cooley LLP BIOCEPT INC BIOC S-1 Medical labs
Cravath, Swaine & Moore LLP VISTA OUTDOOR INC VSTO S-4 ~
Davis Gillett Mottern & Sims, LLC ROYAL ENERGY RESOURCES INC ROYE S-3 Oil and gas
Davis Polk & Wardwell LLP TECHNIPFMC LTD ~ S-4 ~
DLA Piper LLP BLACKSTONE REAL ESTATE INCOME TRUST INC ~ S-11 Real state invesment
Drinker Biddle & Reath LLP RELATIVE VALUE FUND ~ N-2 ~
Gibson, Dunn & Crutcher LLP OVERSEAS SHIPHOLDING GROUP INC OSG S-3 Freight sea transport
Gibson, Dunn & Crutcher LLP EASTMAN KODAK CO KODK S-3 Photo equip
Hathaway Activated Carbon, Inc. HATHAWAY ACTIVATED CARBON INC ~ 1-A Minning machnery
Innovus Pharmaceuticals, Inc. INNOVUS PHARMACEUTICALS INC INNV S-1 ~
K&L Gates LLP PETROSHARE CORP ~ S-1 Crude petro and natural gas
Kaplan Voekler Cunningham and Frank, PLC VIDANGEL INC ~ 1-A ~
Latham & Watkins LLP TECHNIPFMC LTD ~ S-4 ~
Latham & Watkins LLP SEASPINE HOLDINGS CORP SPNE S-3 Medical apparatus
Latham & Watkins LLP ARDELYX INC ARDX S-3 Pharma
Latham & Watkins LLP HC2 HOLDINGS INC HCHC S-3 Telephone comms
Lindquist & Vennum LLP QUMU CORPORATION QUMU S-3 Computer peripherals
Locke Lord LLP SEVCON INC SEV S-1 Electromed apparatus
Loeb & Loeb LLP E-COMPASS ACQUISITION CORP ECAC S-4 Blank check
McGrath North Mullin & Kratz, PC LLO CONDOR HOSPITALITY TRUST INC CDOR S-11 Real estate
Morgan, Lewis & Bockius LLP HOMEUNION HOLDINGS INC ~ 1-A Real estate
Morrison & Foerster LLP ONCOSEC MEDICAL INC ONCS S-3 Phama
Naschitz, Brandes, Amir & Co. MAGAL SECURITY SYSTEMS LTD MAGS F-1 ~
North Lion Holding Corp NORTH LION HOLDING CORP ~ 1-A ~
Paul Hastings LLP BROOKFIELD REAL ASSETS INCOME FUND INC ~ N-2 ~
Perkins Coie LLP SIERRA PACIFIC POWER CO ~ S-4 Electric services
Phoenix Financial Holdings Inc. PHOENIX FINANCIAL HOLDINGS INC ~ 1-A ~
Pillsbury Winthrop Shaw Pittman LLP GENOMIC HEALTH INC GHDX S-3 Medical labs
Polsinelli PC PETROSHARE CORP ~ S-1 Crude petro and natural gas
Recor RIeber, P.A. OUR MICROLENDING LLC ~ 1-A Finance services
Reed Smith LLP FUNCTION(X) INC DDAY S-1 Computing services
Reed Smith LLP RITTER PHARMACEUTICALS INC RTTR S-3 Pharma
Ropes & Gray LLP QLT INC QLTI S-4 Pharma
Ruskin Moscou Faltischek, P.C. BIONIK LABORATORIES CORP DWTP S-1 Doctors offices and clinics
Sichenzia Ross Friedman Ference LLP TOWERSTREAM CORP TWER S-1 Comms services
Simpson Thacher & Bartlett LLP BLACKSTONE REAL ESTATE INCOME TRUST INC ~ S-11 Real estate invesment
Skadden, Arps, Slate, Meagher & Flom LLP XAI OCTAGON CREDIT OPPORTUNITIES ALTERNATIVE REGISTERED TRUST ~ N-2 ~
Snell & Wilmer L.L.P. CRYOPORT INC CYRX S-4 Plastic products
Southwest Business Services, LLC BIGFOOT PROJECT INVESTMENTS INC ~ S-1 Motion picture and tape distribution
Varex Imaging Corp. VAREX IMAGING CORP ~ 10-12B ~
Vascular Solutions, Inc. VASCULAR SOLUTIONS INC VASC S-3 Medical instruments
Weil, Gotshal & Manges LLP QLT INC QLTI S-4 Pharma
Wilson Sonsini Goodrich & Rosati PC IRIDEX CORP IRIX S-3 Electrical industrial apparatus

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: Aug 8 – 12 / plus S-1 “how-to” 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
E-COMPASS ACQUISITION CORP S-4 Cantor Fitzgerald & Co. ~
RELATIVE VALUE FUND N-2 Foreside Fund Services, LLC ~
SEASPINE HOLDINGS CORP S-3 Piper Jaffray & Co. ~
PETROSHARE CORP S-1 Roth Capital Partners, LLC Coker & Palmer, Inc.

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.

2016 deals v. dollars for M&A

As reported in Mergermarket’s Global and Regional M&A: H1 2016 report, US dealmaking within the first half of 2016 has rebalanced with history – juxtaposed to 2015’s record-breaking values. M&A activity totaled US$ 562.7bn across 2,242 transactions, a 31.5% drop in value and decrease in volume by 342 transactions from H1 2015.

MM-report2016

For Vintage, a deal’s dollar value is a moot point: we treat all deals at par, as the services we supply are agnostic. To be exact, a 50 million dollar acquisition demands the same level of virtual data room security as a one billion dollar acquisition. Likewise with the S-4 creation and filing. Accuracy is de rigueur.

Top dealmakers dollars v. deal count

Each week, we track that week’s underwriters (view here). It’s interesting to compare the top twenty dealmakers total (H1) dollar volume with the number of individual deals. As you see, the numbers don’t necessarily align.

Firm Deal volume ranking Dollar volume ranking
Goldman Sachs 1 1
JP Morgan 2 7
Morgan Stanley 3 2
Barclays 4 5
Evercore Partners 5 6
Bank of America Merrill Lynch 6 3
Jefferies 7 17
Citi 8 4
Lazard 9 9
Credit Suisse 10 13
RBC Capital Markets 11 10
Rothschild 12 20
Deutsche Bank 13 8
UBS Investment Bank 14 14
Wells Fargo Securities 15 11
Centerview Partners 16 16
Guggenheim Partners 17 12
Qatalyst Group 18 15
China International Capital 19 19
Allen & Company 20 18

Regardless of deal or dollar size, all M&A follow the same diligence guidelines. Directional in scope, the 5 Stages of M&A Quick Sheet (Foundation, Preparation, Examination, Negotiation and Completion) offer guideposts for the working groups on both sides of the deal.

Download the quick sheet here. 

V-5stagesM&A

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Ping-ponging with the SEC as the IPO optimism pipeline grows

This past week, we’ve seen some positive pundit-isms towards what has been a sad year for IPOs.

Kathleen Smith, a principal at IPO-focused Renaissance Capital, expects a uptick the remaining of the year, but doesn’t expect 2016 to match the 170 IPOs and $30 billion raised in 2015, which itself was down from the 2014’s big IPO year.

“The enemy of a healthy IPO market is uncertainty and volatility. We’ve had some high volatility in the past year, but that’s moderated back down to normal levels.”

The IPO window is ready to open, “it’s just a matter of when,” said Garvis Toler, global head of capital markets at the New York Stock Exchange. “The enemy of a healthy IPO market is uncertainty and volatility. We’ve had some high volatility in the past year, but that’s moderated back down to normal levels. People need to perceive that it’s a hospitable environment.”

Liz Myers, JPMorgan’s global head of equity capital markets, reported that JPMorgan has 20+ IPOs in their global pipeline in September, and a “full pipeline” for the balance of 2017. Additionally, JP Morgan expects to see more than a dozen tech IPOs before the end of the year. Venture capitalists count more than 150 unicorns (privately held companies valued above $1 billion) in the US. IPOs bring big gains to VC firms and other early investors, allowing them to invest in the next star companies.

What do companies, especially Emerging Growth Companies, do as they prepare for their IPO?

Well… they prepare. One place to start is to understand the actual drafting registration process you’ll experience with the SEC. THIS WHITEPAPER ILLUSTRATES THAT PROCESS.

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What you’ll see illustrated in the whitepaper is that the SEC will absolutely PONG back your PING, looking for sharper definition on one, some or all (eek!) of these topics:

  • Acquisitions
  • Contingencies
  • Divestitures
  • Estimates
  • Fair value
  • Goodwill impairment
  • Income taxes
  • Internal controls
  • MD&A
  • Non-GAAP abuse / reconciliation
  • Segment reporting
  • Stock compensation

As your securities lawyers will clearly express, “don’t take it personally.” SEC letters are a part of the process and the back-and-forth can take months, with an average of 8 months.

Lastly, although it is a bit of a ping pong match, its NOT a competition. The SEC wants companies to succeed while simultaneously protecting investors.

 

The SEC suggests redefining “smaller” to reduce filing burden for some issuers

alpahabetThe SEC has proposed an updated change regarding the definition and subsequent qualification of a SRC: smaller reporting company. 

Today, US issuers qualify as a SRC if they either 1.) have a public float of less than $75 million or 2.) for issuers without a public float, annual revenues of less than $50 million.

The benefit of being a SRC company is a lighter disclosure burden under Regulation S-K and Regulation S-X including only having to disclose two years of audited financial statements and zero Compensation Discussion & Analysis reporting responsibility.

The new update would allow issuers to be re-classified as a SRC if they have 1.) a public float of less than $250 million or 2.) for companies without a public float, annual revenues of less than $100 million.

The updates are projected to reduce the work burden and costs for reporting (while still protecting investors) for close to 800 current non-SRC issuers… about 11% of all SEC reporting issuers.

One point: issuers with more than $75 million in public float, even if reclassified as a SRC, are still accelerated filers. Their 10-Q and 10-K filings deadlines do not change nor does their Sarbanes-Oxley 404 auditor verification reporting. Also, a SDC is still required to file XBRL our team will assist in keep those fees low and accuracy high.

If all that is not confusing enough, a SRC can also be an EGC which may be not have SOX responsibilities. For sure, talk to your SEC lawyer, PDQ. You know… CYA.

Comments on the proposed rules are due August 30, 2016.

Experts for corporate exit execution

As of last week, in 2016, only 55 companies have rung the IPO bell on Wall Street (or in Times Square). This is 45%, YOY, of 2015 and 30%, YOY, of 2014. The money raised is the same percentages.

So, with such dramatic reductions in S-1 filings, what has kept our Capital Markets Operations Team so busy? Mergers.

EXITSIGNS

2016’s domestic M&A, although down one-fourth from last years’ tremendous activity, has kept our transactions pros working all three shifts.** SEC form S-4 can be as complicated as an IPO’s S-1 and, absolutely, the production precision needed is equal.

Prior the S-4, our team is onboarding and training the appropriate working groups to manage their virtual data room (VIEW DEMO VIDEO) – assuring the right content gets into the right folders and that the wrongs eyes don’t have access. Security and administrative permissioning is paramount.

Why are companies exiting via M&A rather than an IPO? The Wall Street Journal states several factors, including the soft market performance of many IPOs, buyers’ appetite for great targets and, notably, the underlying patience of Private Equity.

From the WSJ:

“Trader Corp., an online automotive marketplace owned by private-equity firm Apax Partners, was days away from publicly unveiling its IPO plans in early July when it announced a deal to sell itself to Thoma Bravo LLC for about $1.2 billion, according to several people close to the deal. The move surprised many of the company’s IPO bankers, who expected the company to fetch a higher valuation in a public offering, according to people familiar with the matter.”

Regardless of a company’s individual exit strategy, we’re pleased so many are allowing us to help them execute their plan.


**NOTE: By operating three shifts – typesetting, EDGARizing, production – we mitigate rush charges to clients. We KNOW filings are always on deadline. It’s the nature of the business. Charging “rush” charges rarely makes sense.

IPOs and Transactions: Aug 1- 5 / plus S-1 registration workflow paper

There were 43 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including XG Technology Inc . w/ Robinson Brog Leinwand Greene Genovese & Gluck PC, PLLC, Salem Media Group Inc. w/ K&L Gates LLP, Magnegas Corporation w/ Lucosky Brookman LLP and Reg A+ registration Medivie USA Inc. w/ JSBarkats.

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Law firm / advisor Company Name Symbol Form Industry
Andrews Kurth LLP FLOTEK INDUSTRIES INC FTK S-3 ~
Baker & McKenzie LLP RADISYS CORP RSYS S-3 ~
Baker Botts L.L.P. LIONS GATE ENTERTAINMENT CORP /CN/ LGF S-4 Motion pictures production
Baker Botts L.L.P. COMSTOCK RESOURCES INC CRK S-4 Oil / gas explo and production
Bass, Berry & Sims PLC NEW AMETHYST CORP ~ S-4 ~
Befumo & Schaeffer, PLLC NEWMARKT CORP ~ S-1 ~
Blank Rome LLP CORNERSTONE STRATEGIC VALUE FUND INC CLM N-2 Investment instruments
Blank Rome LLP CORNERSTONE TOTAL RETURN FUND INC CRF N-2 Investment instruments
Chapman and Cutler LLP FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND FPL N-2 Investment offices
Davis Polk & Wardwell LLP BANK OF N.T. BUTTERFIELD & SON LTD ~ F-1 Commercial banks
Debevoise & Plimpton LLP NEW AMETHYST CORP ~ S-4 ~
Fenwick & West LLP PRONAI THERAPEUTICS INC DNAI S-3 Pharma
Goodwin Procter LLP NEOS THERAPEUTICS INC NEOS S-3 Pharma
Gracin & Marlow, LLP QPAGOS ASYP S-1 ~
Greenberg Traurig, LLP AQUA METALS INC AQMS S-3 Nonferrous metals processing
Haynes and Boone, LLP BIOSIG TECHNOLOGIES INC BSGM S-1 ~
Hodgson Russ LLP COLUMBUS MCKINNON CORP CMCO S-3 ~
Hogan Lovells US LLP URANIUM RESOURCES INC URRE S-3 ~
Husch Blackwell LLP MACKENZIE REALTY CAPITAL INC ~ N-2 ~
InCorp Services, Inc. KASKAD CORP ~ S-1 ~
Jones Day KAISER ALUMINUM CORP KALU S-4 ~
JSBarkats, PLLC MEDIVIE USA INC ~ 1-A Dental equipment and supplies
K&L Gates LLP SALEM MEDIA GROUP INC SALM S-3 Radio broadcasting
King & Spalding LLP MCBC HOLDINGS INC MCFT S-3 ~
King & Spalding LLP ENDOCHOICE HOLDINGS INC GI S-3 ~
Law Offices of Thomas E. Puzzo, PLLC EASON EDUCATION KINGDOM HOLDINGS INC HANO S-1 Speciality finance
Locke Lord LLP COMSTOCK RESOURCES INC CRK S-4 Oil / gas explo and production
Lucosky Brookman LLP MAGNEGAS CORPORATION MNGA S-3 ~
Morgan, Lewis & Bockius LLP TEMPUR SEALY INTERNATIONAL INC TPX S-4 Furnishing
Morgan, Lewis & Bockius LLP NUVEEN HIGH INCOME 2020 TARGET TERM FUND JHA N-2 Investment instruments
Proskauer Rose LLP ARES CAPITAL CORP ARCC N-2 Investment instruments
Riddell Williams P.S. RED LION HOTELS CORP RLH S-3 Hotels and motels
Robinson Brog Leinwand Greene Genovese & Gluck P.C. XG TECHNOLOGY INC XGTI S-3 Telecomm equipment
Ropes & Gray LLP LANTHEUS HOLDINGS INC LNTH S-3 Medical equipment
SD Mitchell & Associates, PLC KELVIN MEDICAL INC ~ S-1 ~
Securus Law Group, P.A. HEMPTECH CORP ~ 1-A Pharma
Sichenzia Ross Friedman Ference LLP LEO MOTORS INC LEOM S-1 Auto parts
StreamNet, Inc. STREAMNET INC ~ 1-A Cable and VT services
TroyGould PC BONE BIOLOGICS CORP ~ S-1 Blank check
Vinson & Elkins L.L.P. MITCHAM INDUSTRIES INC MIND S-3 Oil equipment and services
Vinson & Elkins L.L.P. SUNOCO LOGISTICS PARTNERS L.P SXL S-3 Pipelines
Wachtell, Lipton, Rosen & Katz BANK OF N.T. BUTTERFIELD & SON LTD ~ F-1 Commercial banks
Wachtell, Lipton, Rosen & Katz LIONS GATE ENTERTAINMENT CORP /CN/ LGF S-4 Motion pictures production
Web Debt Solutions, LLC WEB DEBT SOLUTIONS LLC ~ 1-A Credit and collection
Weintraub Tobin Chediak Coleman Grodin, Law Corp. ADAMIS PHARMACEUTICALS CORP ADMP S-3 Pharma
White & Case LLP JBS FOODS INTERNATIONAL DESIGNATED ACTIVITY CO ~ F-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: Aug 1- 5 / plus S-1 registration workflow paper

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.

V-700_email-banner-workflow

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
LEO MOTORS INC S-1 BOU Trust ~ ~
NEOS THERAPEUTICS INC S-3 Cowen and Company, LLC ~ ~
BANK OF N.T. BUTTERFIELD & SON LTD F-1 Goldman, Sachs & Co. Citigroup Global Markets Inc. Sandler O’Neill & Partners, L.P. / Keefe, Bruyette & Woods, Inc. / Raymond James & Associates, Inc. / Wells Fargo 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.

Have a great week.

Video: July’s Top 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

REPORT: Tangible research drives institutional investors to IR websites 3X over intangible

This surprised me.

I would have thought that the intangible content on investor relations websites was the largest driver of traffic over (tangible) data. That is NOT the case. Perhaps further research is needed for this – but with the glass-half-full, this does indicate that IR websites are operating well as “a library” of content.

One detail that you will read in the full report (You can order a printed copy here) – Powerpoint-based investor presentations are the top content hunted by Wall Street. Make sure yours are easy to find.

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Here are some examples of the sites we host: we can build a variety of design formats – at a variety of service packages to fit into a budget.

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