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May 17, 2005 • Los Angeles
The Program
Going public through a reverse merger or a registration for initial public trading is a growing strategy for high growth companies seeking greater access to capital and higher valuations in capital transactions as well as other advantages of being publicly-traded such as liquidity for shareholders and a liquid stock for use in acquisitions and for compensating key persons.
Emerging growth and middle market companies are raising from $3 million to $50 million and more in private placements coupled with reverse mergers and raising additional capital in subsequent PIPE financings.
PIPE financings are the hottest financing vehicle in the capital markets today and companies are going public to access these financings.
However, many reverse mergers are unsuccessful because companies were not properly advised and did not take the actions needed to be successful.
This seminar will provide guidance on how to be successful in going public through a reverse merger or other non-IPO strategies, the best practices to follow, mistakes to avoid and the financing opportunities available.
The Panel will Discuss:
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The reverse merger process, the registration for initial trading process – legal and accounting requirements, timetable, costs.
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Raising capital at the closing of the reverse merger and thereafter – private placements coupled with reverse mergers and PIPEs.
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Finding a shell, doing diligence on a shell, negotiating the deal.
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Advantages and disadvantages of going public.
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Costs of being publicly traded.
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Characteristics of the companies that should consider these strategies.
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When to use a reverse merger, when to use the registration for initial trading, advantages and disadvantages of each.
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How to be a successful reverse merger and mistakes to avoid.
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Bridge loans to a reverse merger and financing transactions.
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Types of shells: Bulletin Board, Pink Sheet, NASDAQ, Rule 419, manufactured shells, non-trading shells
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SPACs – Special Purpose Acquisition Corporations: forming a publicly-traded blank-check company for acquiring one or more private companies.
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Managing the market after going public – developing and maintaining market cap and volume; properly managing the investor relations process.
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Meeting the challenges of being a publicly-traded company – business and legal considerations – the impact of Sarbanes-Oxley - status of application of SOX Section 404 on micro-cap companies.
The Panelists
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Marc I. Abram
A. J. Cervantes
Neil Dabney
Michael Donahue
Christopher Jennings
Timothy J. Keating
Nimish Patel
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Singer Lewak Greenbaum & Goldstein, LLP
Trilogy
Brookstreet Securities Corporation
Richardson & Patel LLP
Roth Capital Partners
Keating Investments
Richardson & Patel LLP
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Marc I. Abrams
Marc is a partner at Singer Lewak Greenbaum & Goldstein LLP, Marc directs the firm’s Securities Industry Practice Group.
With more than 25 years’ public accounting experience, Marc has worked with a variety of entrepreneurs and public companies, rising over $100 million in offerings. He has extensive experience with a number of industries including retail, high technology, wholesale/distribution, environmental, real estate, and manufacturing. His expertise includes audits of publicly held companies, initial public offerings, private offerings, corporate reorganizations and acquisitions, evaluating business plans, litigation support and other various financing transactions.
A. J. Cervantes
Over the last twenty-five years of business, A.J. has accumulated extensive experience in diversified businesses with a proven strength in corporate finance and communications which spans numerous industries and products. His experience includes strategic planning, corporate branding and positioning, mergers and acquisitions, business development, reverse mergers and reorganization of middle market companies. A.J. also has a comprehensive understanding of securities and corporate law.
Neil Dabney
The Private Placement Group is managed by Neil Dabney. Mr. Dabney has thirty years of brokerage and investment advisory experience, encompassing institutional and retail sales, trading, research, investment banking, capital raising, financial advisory, high yield and distressed portfolio management, and many aspects of senior brokerage management--including executive committee and research department oversight, strategic planning, compliance and financial reporting.
Michael D. Donahue, Moderator
Michael is a corporate and securities attorney and is Of Counsel to Richardson & Patel LLP. He guides emerging growth and middle market companies on their formation, development and capital financings and is active in assisting clients in raising capital. Mr. Donahue was previously with the United States Securities and Exchange Commission ("SEC") in its Division of Enforcement and Division of Corporation Finance in Washington, D.C. and was a Branch Chief, Enforcement, in the SEC Los Angeles Regional Office. He is a member of the Board of Directors and a past President of LAVA. Mr. Donahue has been Chairman of the Investment Capital Conference since its inception and organizes this series of Seminars. Richardson & Patel LLP serves emerging businesses and is active in representing publicly-traded companies, reverse mergers and PIPEs.
Christopher Jennings
Christopher Jennings is a Managing Director of Roth Capital, responsible for the investment banking activities in the Los Angeles office. Mr. Jennings manages public and private equity, debt offerings as well as merger and acquisition assignments. Mr. Jennings has arranged over $3 billion in public and private financing and over $2 billion in merger and acquisition transactions.
Christopher Jennings, Managing Director
Roth Capital Partners, LLC
11100 Santa Monica Blvd., Suite 880
Los Angeles, CA 90025
(310) 312-9711
cjennings@rothcp.com
Timothy J. Keating
Before founding Keating Investments in 1997, Tim Keating managed the European Equity Trading Department at Bear Stearns International Ltd. in London. He also founded and ran the European Equity Derivative Products Department for Nomura International plc in London. Tim Keating began his career in the Financial Futures Department at Kidder, Peabody & Co., in New York and London. He graduated cum laude from Harvard College with an A.B. in economics.
Nimish Patel, JD/MBA/CPA
Nimisg Patel is partner at Richardson & Patel, LLP. Mr. Patel's primary focus is corporate and securities law and is well versed in negotiating and drafting complex business transactional documents. Mr. Patel's experience includes reverse mergers, angel and venture capital financing, IPOs, Secondary Offerings, PIPEs, and other equity and debt financing. Mr. Patel currently advises several publicly traded companies on corporate governance and assists company management with their regulatory filing requirements with the Securities and Exchange Commission and the National Exchanges.
Nimish P. Patel, Partner
Richardson & Patel, LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, CA 90024
(310)208-1182
npatel@richardsonpatel.com
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sponsors
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schedule & location
Registration and Networking
3 pm to 4pm
Seminar
4 pm to 7pm
Cocktails & Hors'doeuvres
7pm to 8pm
Riviera Country Club
1250 Capri Drive
Los Angeles, CA 90272
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upcoming
seminars
PIPEs
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