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Wall Street Funding Solutions For Main Street Companies


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

 

 

 

"Investment Banking & Business Development Solutions"

 


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Venture Funding Advisors, LLC
dba Investment Banking Solutions
Columbus, OH
Irvine, CA Miami, FL
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