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Investment Banking
Solutions Options
Option 1
Self-Funding Capitalization System™
Included in our Self-Funding Capitalization
System™ are 12 essentials that enable an
issuer to raise capital quickly, inexpensively, and in compliance with
federal and state securities regulations. It
is what every entrepreneur needs to
successfully execute a capital raise - Click
the link above for detailed components.
Option 2
Structured Finance
See details under link above for domestic
and international syndicated and structured
finance for projects requiring $10MM to
$2B. We have well-developed and proven
methods for organizing and
structuring
capital financing loans, including
structured collateral instruments and insurance bonds
from investors, cooperating banks and
international financial institutions, for
procurement of full capital funds with
favorable terms and rates.
Option
3
Vend-In Spin-Off (VISO)
If your company or venture meets our
requirements, and you qualify under our due
diligence, we will place your company into a
synergistic publicly traded company as a wholly-owned subsidiary, with
spin-off rights. The Public company (PubCo)
will invest money into your company and raise capital
into your company through the public
markets. Your company then spins-off
as an independently trading public company.
A privately held company (SpinCo) vends into
a publicly traded company we identify, as a wholly-owned subsidiary with
Spin-Off rights. A Spin-Off is a form of
corporate divestiture that results in the
subsidiary becoming an independent company
again. In a traditional spin-off, shares in
the new entity are distributed to the parent
corporation's shareholders of record on a
Pro Rata basis.
This process allows the PubCo to raise
capital into your entity under the Issuers
Exemption. After your company is
capitalized, it is spun off again as an
independently trading public company, with
the shareholders of the PubCo retaining a
certain percentage of stock in your company.
Therefore, our firm can assist your Company
in its successful capitalization by becoming a public company via a spin-off.
An alternative to conducting a limited
public offering “LPO” in order to achieve a
public shareholder base is to become a
“spin-off” from an existing public company.
Becoming a "spin off" from an existing
public company allows your Company to
inherit a new shareholder base. All the
shareholders of the parent company receive a
pro-rata distribution of your Company’s
securities out of the 10-20% that is
registered with the SEC. This creates the
opportunity to have our shareholders buy
more stock in the open market. If done
correctly, it should be easier to raise
capital into your company via subsequent
private placements.
In addition to arranging a public spin-off
for your company,
our firm will assist you in filing all the appropriate
filings with the SEC, NASD, OTCBB and
NASDAQ, where applicable, to finish your
registration statement and make your Company
publicly traded. Our firm will also
negotiate and find the market makers to list
and trade your Company’s stock.
The registered spin-off offers many
advantages:
● 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 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 prepares the stock market for
a secondary public offering later on, which
typically occurs at a cost more desirable
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
● If the private company is an overseas
company, it may not want to become an
American company as it would in a merger
into a shell. A stock dividend distribution
(registered spin-off) is a solution to that
problem. The overseas company can have their
securities traded in the United States on a
U.S. Stock Exchange without requiring them
to become a U.S. company or a U.S.
subsidiary.
● A domestic company may also prefer a stock
dividend distribution to a merger with a
public company 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.
Requirements prior to entering into a
registered spin-off are the following:
● A private company will require approval of
the majority of its shareholders for a
merger into a public corporation.
● Once a company is taken public through a
registered spin-off the financial markets
hold the following future prospects in the
capital markets for the newly public
corporation:
● The market value of a public company is
often substantially higher than a private
company with the same structure in the same
industry
● Capital is easier to raise for public
companies because the stock has market value
and can be traded
● The public corporation may be used for
special purposes.
● The public trading price of the public
company's securities serves as a benchmark
for the offer price of a subsequent public
or private securities offering
● Acquisitions can be made with stock since
publicly traded stock is viewed as currency
for mergers and acquisitions
● Form S-8 stock can be issued and can be
used to remit compensation to employees &
consultants.
Option 2 may require the issuer to invest up
to
$(call us for quote)
to seed the process and initiate the capital
raise – as capital is being raised, the
parent will use a portion of the capital to
cover fees and costs associated with raising
capital and/or obtaining funding. Depending
on the amount that the public company
invests, dictates the amount of stock in
your company you will register for the PubCo
and our firm. We will review your deal first and
provide you a Term Sheet prior to the merger. The merger
may also be able to be structured as a tax free merger.
For any of the Options above, we can
facilitate seed capital bridge loans of $50K
or more, which do not require any collateral
or personal guarantees.
For further details, please contact:
JR Nash
jrnash@investmentbankingsolutions.com
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