SMALL BUSINESS FINANCING OPPORTUNITY
SMALL BUSINESS FINANCING OPPORTUNITY
• Instead of line of Credit
A “reverse merger” is a method by which a private company goes public. In a reverse merger, a private company merges with a publicly listed company with no assets or liabilities. The public company is also called a “shell” corporation). The publicly traded corporation is called a “shell” since all that exists of the original company is its corporate shell structure. By merging into such an entity, a private company becomes public.
The private company merges into a public company and obtains the majority of its stock (usually 90%). The private company normally will change the name of the public corporation (often to its own name) and will appoint and elect its management and Board of Directors. The new public corporation will have a base of shareholders sufficient to meet the 300 shareholder requirement for admission to quotation on the NASDAQ Small Cap Market.
The advantages of public trading status, which are outlined in greater detail below, notably include the possibility of commanding a higher price for a later offering of the company' s securities. Going public through either a reverse merger or a public spin off (described below) allows a private company to go public typically at a lesser cost and with less stock dilution than through an initial public offering (IPO). While the process of going public and raising capital is combined in an IPO, in a public spin off or reverse merger (also known as a “blind pool” merger) these two functions are unbundled; a company can go public without requesting additional capital. Through this unbundling operation, the process of going public is simplified greatly.
The private company which has gone public can obtain the benefits of public trading of its securities, namely:
- Increased liquidity of the ownership shares of the company.
- Higher share price and thus higher company valuation
- Greater access to the capital markets through the possibility of a future stock offering
- The ability of the company to make acquisitions of other companies using the company's stock
- The ability to use stock incentive plans to attract and retain key employees.
- Small amounts of capital can be raised through the sale of treasury stock.
- Going public can be part of a retirement strategy for business owners
The benefits of going public through a reverse merger- as opposed to an IPO, are the following:
- The costs of the reverse merger are significantly less than the costs required for an
initial public offering
- The time required for a shell merger is considerably less than that for an IPO
- Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable
market condition even after most of the up-front costs have been expended
- IPOs generally require greater attention from top management
- While an IPO requires a relatively long and stable earnings history, the lack of an earnings
history does not normally keep a privately-held company from completing a reverse merger.
- Less dilution of ownership control
Instead of getting a line of credit
The registered spin off, also known as a public company spin off, offers yet another method of going public. In a spin off, a privately-held company becomes a public company by issuing shares of its common stock to our existing affiliate company which has a base of shareholders. That stock is then registered with the SEC and distributed to the shareholders of the existing company as a stock dividend distribution. The company's shares are distributed as a dividend to the shareholders of the existing affiliate company. The “dividends” of the stock of the once privately- held company is considered a “spin off” of the private company's shares. Once received by the shareholders, some of these shares begin to be traded, a trading market develops in the stock of the once-private company, and the company is now public.
The public company spin off differs from a reverse merger in the following ways:
- The private company may structure the new public company to meet its particular needs, such
as amount and classes of stock, warrants, etc. A merger requires that the private company
accept the structure of the existing public company or change it by shareholder vote,
including outside shareholders.
- Typically only a small percentage of the private company's shares are distributed as a spin
off. This serves to preserve the corporate ownership of the existing shareholders for
future financial transactions.
- The spin off serves to prepare the stock market for a secondary public offering later on,
which typically occurs at a cost that is much lower than an IPO.
- Principals and shareholders of the private company can include their securities in the
registration statement for the stock dividend distribution. This can allow them to then
sell their securities in the public market, subject to the volume limitations of Rule 144.
- The private company will not have to be concerned about contingent liabilities, undisclosed
stock ownership or other problems of an existing public company, as can occur in a merger
unless great care is taken.
- If the private company is an overseas company, it will normally not want to become an
American company as it would in a merger into a shell. A stock dividend distribution is a
solution to that problem.
- A domestic company may also prefer a stock dividend distribution to a merger with a shell if
it wants “custom features” which it does not find in a shell, e.g., two classes of stock
owned by shareholders of the private company and/or warrants.
Our banking sources will place from one million up to seventy-five million in assets into a small cap company to enhance the balance sheet and attract investors more readily. We also have a very reliable and available source of lenders to make small business loans once the company have a strong balance sheet to qualify for debt financing.
Dr.Jason Kuruso,MBA,CPA
Email: info@fargofinancial.com
Web Site: www.fargofinancial.com
SMALL BUSINESS FINANCING OPPORTUNITY - To learn more about this author, visit Jason Kuruso's Website.
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• Instead of Federal Small Business Loan
• Instead of line of Credit
A “reverse merger” is a method by which a private company goes public. In a reverse merger, a private company merges with a publicly listed company with no assets or liabilities. The public company is also called a “shell” corporation). The publicly traded corporation is called a “shell” since all that exists of the original company is its corporate shell structure. By merging into such an entity, a private company becomes public.
The private company merges into a public company and obtains the majority of its stock (usually 90%). The private company normally will change the name of the public corporation (often to its own name) and will appoint and elect its management and Board of Directors. The new public corporation will have a base of shareholders sufficient to meet the 300 shareholder requirement for admission to quotation on the NASDAQ Small Cap Market.
The advantages of public trading status, which are outlined in greater detail below, notably include the possibility of commanding a higher price for a later offering of the company' s securities. Going public through either a reverse merger or a public spin off (described below) allows a private company to go public typically at a lesser cost and with less stock dilution than through an initial public offering (IPO). While the process of going public and raising capital is combined in an IPO, in a public spin off or reverse merger (also known as a “blind pool” merger) these two functions are unbundled; a company can go public without requesting additional capital. Through this unbundling operation, the process of going public is simplified greatly.
The private company which has gone public can obtain the benefits of public trading of its securities, namely:
- Increased liquidity of the ownership shares of the company.
- Higher share price and thus higher company valuation
- Greater access to the capital markets through the possibility of a future stock offering
- The ability of the company to make acquisitions of other companies using the company's stock
- The ability to use stock incentive plans to attract and retain key employees.
- Small amounts of capital can be raised through the sale of treasury stock.
- Going public can be part of a retirement strategy for business owners
The benefits of going public through a reverse merger- as opposed to an IPO, are the following:
- The costs of the reverse merger are significantly less than the costs required for an
initial public offering
- The time required for a shell merger is considerably less than that for an IPO
- Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable
market condition even after most of the up-front costs have been expended
- IPOs generally require greater attention from top management
- While an IPO requires a relatively long and stable earnings history, the lack of an earnings
history does not normally keep a privately-held company from completing a reverse merger.
- Less dilution of ownership control
Instead of getting a line of credit
The registered spin off, also known as a public company spin off, offers yet another method of going public. In a spin off, a privately-held company becomes a public company by issuing shares of its common stock to our existing affiliate company which has a base of shareholders. That stock is then registered with the SEC and distributed to the shareholders of the existing company as a stock dividend distribution. The company's shares are distributed as a dividend to the shareholders of the existing affiliate company. The “dividends” of the stock of the once privately- held company is considered a “spin off” of the private company's shares. Once received by the shareholders, some of these shares begin to be traded, a trading market develops in the stock of the once-private company, and the company is now public.
The public company spin off differs from a reverse merger in the following ways:
- The private company may structure the new public company to meet its particular needs, such
as amount and classes of stock, warrants, etc. A merger requires that the private company
accept the structure of the existing public company or change it by shareholder vote,
including outside shareholders.
- Typically only a small percentage of the private company's shares are distributed as a spin
off. This serves to preserve the corporate ownership of the existing shareholders for
future financial transactions.
- The spin off serves to prepare the stock market for a secondary public offering later on,
which typically occurs at a cost that is much lower than an IPO.
- Principals and shareholders of the private company can include their securities in the
registration statement for the stock dividend distribution. This can allow them to then
sell their securities in the public market, subject to the volume limitations of Rule 144.
- The private company will not have to be concerned about contingent liabilities, undisclosed
stock ownership or other problems of an existing public company, as can occur in a merger
unless great care is taken.
- If the private company is an overseas company, it will normally not want to become an
American company as it would in a merger into a shell. A stock dividend distribution is a
solution to that problem.
- A domestic company may also prefer a stock dividend distribution to a merger with a shell if
it wants “custom features” which it does not find in a shell, e.g., two classes of stock
owned by shareholders of the private company and/or warrants.
Our banking sources will place from one million up to seventy-five million in assets into a small cap company to enhance the balance sheet and attract investors more readily. We also have a very reliable and available source of lenders to make small business loans once the company have a strong balance sheet to qualify for debt financing.
Dr.Jason Kuruso,MBA,CPA
Email: info@fargofinancial.com
Web Site: www.fargofinancial.com
SMALL BUSINESS FINANCING OPPORTUNITY - To learn more about this author, visit Jason Kuruso's Website.
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Cheryl MatthynssensCheryl is a life skills coach, licensed Chemical Dependency Counselor and a 20 year entrepreneur. Cheryl's dedication to achieving a life of balance led to her expanding her teaching from the simple managing of life's daily challenges to adding financial well being as well. A direct marketer with DrinkACT, she is gaining ground in the online community with her concepts of making sure business owners, entreprenuers and employees have well rounded life styles. She opened up a small affiliate site - The Balance Guide- to help others find resources for mental and emotional well being. Visit Cheryl's blog to see more of the diversity beyond business she has began offering online at www.thebalanceguide.blogspot.com - Visit Cheryl Matthynssens's Website |
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John BrennanJohn Brennan Ed.D. Dr. Brennan is President of Interpersonal Development, LLC, a training and development firm. Interpersonal Development has provided sales training and coaching to more than 3,000 sales reps from over 100 companies. A native of Australia, Dr. Brennan received his doctorate from the University of Rochester. His dissertation researched the effectiveness of Behavioral Modeling Technology in training people in interpersonal skills. While he has spent most of his career designing or delivering training, he was also a Vice-President of Sales of a training and development franchise with operations in 25 markets. Dr. Brennan has designed and delivered sales training in North America, Asia, Europe, Australia and the Middle East. He has been a guest speaker at numerous national and regional professional conferences. When Microsoft wanted Best Practices articles on sales for their web site, they called Dr. Brennan. The results are at http://office.microsoft.com/en-us/FX011387391033.aspx His firm’s clients have included Volvo, The Prudential, Merrill Lynch, Eastman Kodak, Gannett, Equifax Europe, the Economist Group and countless small businesses. - Visit John Brennan's Website |
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David BarrDavid Barr is the President of Venture Opportunities, Inc. David has been a professional business broker/intermediary since 1980 focusing on General Business Brokerage and Mergers and Acquisitions representing client transaction value from $400,000 to $20,000,000. Mr. Barr has handled the sale of over four hundred and fifty companies. David earned a university degree from the State University of New York majoring in economics and business. David holds the Mergers and Acquisition Master Intermediary and the Certified Business Intermediary designations from the International Business Brokers Association. He is also a Senior Business Analyst and a Texas licensed Real Estate Agent. For more information about David and Venture Opportunities, visit www.bizdealmaker.com. - Visit David Barr's Website |
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