A Solution for Every Situation
While we are by no means a full service Investment Bank (and certainly do not purport to be one) we are the only Mergers & Acquisitions firm that we are aware of that offers the innovative suite of Investment Banking oriented services that we are able to provide.
The Jumpstart Our Business Startups Act, better known as the JOBS Act enacted in 2012, has empowered growth stage business to raise capital from the broad public. Specifically, Regulation A has created a framework wherein these companies are no longer forced to strictly raise capital from a limited pool of accredited investors. Few clients realize is that this not only provides them an alternative financing option or potential aggressive expansion strategy, but it also provides a built-in exit mechanism that places them in control.
Think of this funding like a small or earlier stage IPO. Still governed by the SEC, these Regulation A transactions offer companies access to significant investment capital while reducing the fees of a traditional IPO. They have the additional benefit of less demanding ongoing due diligence requirements and costs.
This Regulation A funding mechanism is a great fit for high growth companies who have outgrown seed, family, angel and venture investors or that simply want to retain more control over their businesses than is often required by conventional investors. This mechanism can enable a relatively cash poor company to facilitate acquisitions or even orchestrate an industry roll-up. This catalyst emulates some of the benefits of a minority or majority recapitalization, while allowing the owner to engage in a staged business exit they control.
Investment Banking & How We Help
We have assembled a strategic partner network that can help growth stage companies raise $3 – $50 million. While these Regulation A offerings are fairly new to the capital markets our team has been early advocates of this type of funding and have proven expertise in this area. The resources we leverage for these offerings are similarly accomplished in reverse mergers via public shells and the costs and benefits of managing listings on the various global exchanges.
Our network, which includes a team of accountants, broker-dealers and legal advisors supports the Regulation A offering process full-cycle. This includes evaluating an IPO candidate’s potential, advising on early compliance matters, developing a go to market strategy and counseling on how the day to day process may be most effectively managed once an offering is placed. They also assist in audit preparation and FINRA filings to attain market makers on an open exchange. Due to their focus in this arena, the team is able to expedite the process in the most cost effective manner possible.
Most M&A advisory teams are not familiar with Regulation A offerings and many large investment banking houses simply do not participate in them due to the relatively small transaction size. With a focus squarely in the lower middle market, we are one of the few advisory teams that has designed a service model specific to this capital raise mechanism and our client’s needs.
Benefits of Reg A vs. Traditional Options
- Up to a $50 ml Raise
- Not Limited to Accredited Investors
- Avoid State Blue Sky Legislation
- No Mass Marketing / Soliciting Regulation
- Less Dilution
- Have ability to set valuation in the offering terms vs. at discounts to market price as may occur with angels & venture capital
- Cost Effective
Innovative Public Option Alternatives
Alternative options to accomplish a public option include Self-directed S1 or Form 10 public filings and Reverse Mergers. S1 or Form 10 public filings are possible if a company possesses the sufficient critical shareholder mass. In these instances a timely public conversion, capital raise and the resultant valuation impact may be readily achievable. Reverse Mergers also may be a viable option. In a Reverse Merger the partner network delivers a public shell the enterprise migrates into. While this approach tends to be the most costly route it is also the quickest.