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TAKE YOUR COMPANY PUBLIC

When it comes to expanding your company, finding venture capital on favorable terms, or bringing new ideas to market, or creating liquidity for yourself or your investors, you will face some unique obstacles. You may require an amount of time and resources unobtainable without a strategic equity partner like Wall Street Solutions. Wall Street Solutions investment strategy is industry-unique: bring companies to the public markets as a valuation enhancement strategy.

Creating a public market for your company creates liquidity for shareholders and investors alike, usually enhances the company’s value and image, and typically increases a company’s access to capital on more favorable terms.

Are you seeking to bring your company to the public markets? Are you seeking to create liquidity for founders and shareholders? Do you wish to make your company more attractive to investors? Do you wish to perform mergers and acquistions more easily using your stock as currency?

Our partnership and investment-based approach emphasizes a long-term relationship where your success is our success. Wall Street Solutions, on principle, only enters into relationships with organizations or individuals who have a long-term view to their company’s success. We do not charge fees for taking a company public. We are equity partners in your long-term corporate success.

If you are a company with an eye to the future, Wall Street Solutions may be the perfect group of professionals to help you.

Wall Street Solutions offers a variety of methods to reach the public markets — traditional IPO, merger & acquisitions arrangements, shells & reverse mergers, SB2 registrations, Business Plan services, etc. Contact us today to discuss the best arrangement for your company.

REVERSE MERGERS

Reverse mergers are far more versatile than IPO’s. A great number of companies in a wide variety of situations can use the technique successfully. Reverse mergers are particularly advantageous to smaller companies, many of which are cut out of the IPO market because they do not meet the restrictive criteria set by investment banks.

Examples of Companies that have used the Reverse Merger process to go public. Berkshire Hathaway, Turner Broadcasting, Texas Instruments, Tandy Corporation, Occidental Petroleum Corporation, Muriel Siebert & Company, Blockbuster Entertainment and recently, The New York Stock Exchange

Reverse Merger Overview:

A “reverse merger” is a method by which a Private Company or an unincorporated business goes public. In a reverse merger, a Private Company merges with an existing Public Company with no assets or liabilities. 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. The Private Company normally will change the name of the Public Company (often to its own name) and will appoint and elect its management and Board of Directors.

Taking Your Company Public – The Alternative Approach Much has been written about moving a company from private ownership to publicly ownership and active participation in the global equities market. The vast majority of information focuses on the “traditional” IPO (Initial Public Offering) and working with an underwriter. This is the world of big money and MBAs with all its associated glitz and hype. The IPO is regularly touted as “the right way” to take a company public, anything else is suspect. Over the years we’ve found that what makes an alternative approach suspect is directly related to the experience of the group that’s pitching you their services.

Keep in mind that when you contract with a consulting group or underwriter to conduct an IPO you essentially turn over control of the process, and the future of your company, to a group of outsiders whose prime goal is to make as much money off your deal as they possibly can. There is a variety of alternative methods that can be used alone or in combinations. Each of them will provide you with access to the public financial markets and create an exit strategy for you and your investors – the two main objectives for any company looking to go public. There are three key benefits to using these alternative approaches over the IPO.

Control Over Value:

Often underwriters work in collusion with their associates, the institutional buyers and brokers, to “pre-sell” an offering (The focus of several current SEC investigations). The result can be a sharp and artificial increase in share prices at the launch of the IPO. This rapid increase is generally followed by a rapid decline once the sell-off and profit-taking begin. This profit-taking can result in a crippling devaluation of a new issue. It can also place undue stress on a company during what should be a positive growth period.

Using the available alternatives may not be as glamorous or meteoric but, it’s also not as risk prone as the IPO. Working with your market makers you can establish a practical and supportable value for your stock prior to a major fund raising event. A value that isn’t created by heavy upfront demand and short supply.

Control Over Timing:

Another aspect of the IPO left to the control of the underwriter is the timing. If they don’t feel that the market conditions are favorable to a highly profitable outcome they can and do stop the entire process. The alternative approaches allow you and your team to decide when, where and at what level you’ll enter the marketplace. You can structure the process with contingency options or step it out using several phases instead of having to rely on a single event.

Lower cost to enter:

The up front legal, accounting and marketing costs to prepare an IPO launch are covered by the client. They are lost if your underwriter puts a hold on or withdraws from the IPO. The fund-raising event, what was supposed to be a positive financial event, can turn into a drain on precious resources. There are legal, accounting and marketing costs associated with the alternative approaches too. But, they are generally less than half the cost of doing an IPO and how they are incurred is under your control.

The advantages of public trading status, which are outlined in greater detail below, include the possibility of commanding a higher price for a later offering of the company’s securities. Going public through a reverse merger allows a Private Company to go public typically at a lesser cost, is extremely efficient time wise 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 reverse merger these two functions are unbundled; a company can go public without raising additional capital. Through this unbundling operation, the process of going public is simplified greatly, with cost and timelines significantly reduced. The Private Company, which has gone public, obtains 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 possibilities 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 Going public can be part of a retirement strategy for business owners Going public can be part of a strategy to lower the percentage of share ownership by the sale of shares to the public by the current owners thus converting ownership to cash for retirement or other purposes The benefits of going public through a reverse merger, as opposed to an IPO, are the following:

The costs are significantly less than the costs required for an initial public offering The time required is considerably less than 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 and considerable management time have been expended IPOs generally require greater attention from top management While an IPO requires a relatively long and stable earning history, the lack of an earning history will not normally keep a privately-held company from completing a reverse merger The company does not require an underwriter There is less dilution of ownership control You will receive a higher valuation for your company Requirements prior to entering into a reverse merger are the following: A Private Company will require approval of its stockholders for a merger with a public corporation Once a company is taken public through a reverse merger the financial markets hold the following future prospects in the capital markets for the new Public Company: 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 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 Stock can be issued for officers, directors and consultants If the stock distribution has included warrants, the new company can receive proceeds from the exercise of those warrants if the trading price of its common stock exceeds the exercise (strike) price of warrants.

INVESTOR RELATIONS

Wall Street Solutions investor relations services keep the financial community, investors and the general public informed about your company and its business through consistent strategic communications. Wall Street Solutions will implement a full service campaign, with measurable results, designed around your company’s priorities.

Wall Street Solutions will customize its investor relations services to meet your needs. A sampling of services include:

  • Preparation of schedule of expected results
  • Assessment of current investor relations and public relations programs
  • Industry Comparisons, Competition Analysis
  • Communication for updates to target groups
  • Packaging the company’s public perception
  • News release writing and dissemination
  • Conference Call Presentations
  • Featured Public Media Articles
  • Executive Summary and Corporate Profile production.

Implementing the Plan

Wall Street Solutions will be your voice to the investment community. After a detailed analysis and discussion with management, we will initiate an Investor Relations Campaign tailored specifically to your company and corporate objectives. Our database of investors, brokers, analysts, fund managers, market-makers and media groups will be introduced to and kept apprised of your company’s corporate developments in a timely and professional manner. We focus on constantly building and developing the shareholder base to increase ownership and market value. We handle all inquiries and the dissemination of news releases and information pertinent to current and potential investors. Depending on the corporate objectives, we may include institutional presentations throughout North America and Europe.

A consistent Investor Relations effort will result in exposure. Properly leveraged exposure can result in beneficial strategic corporate developments, positive media articles, public exposure, ideal financing and suitable market capitalization. Wall Street Solutions helps you achieve the following:

  • Maximize Shareholder Value, (market capitalization)
  • Minimize cost of capital
  • Accommodate corporate financing
  • Enhance market liquidity
  • Build following, sponsorship and ownership
  • Present beneficial corporate developments
  • Generate additional exposure and public awareness

Investor Relations is essential for effective communicating with investors, brokers, analysts and media persons. Contact us for more information.

CORPORATE FUNDING

Through its vast network of institutional and private investors and its excellent reputation for the creation of financing arrangements, Wall Street Solutions is your solution for capital raising, fundraising and financing.

Wall Street Solutions is not a fund manager, venture capital company or angel investor. But through our years of helping companies with their financing needs, we are able to bring together the right mix of investors to yield balanced and sensible financing arrangements for our clients. We do not simply act as a broker, we partner with you to ensure that your company is properly funded and supported.

Wall Street Solutions and its principals have a reputation among the investment community for straightforward and continuous communication, a strong ability to uncover unique emerging growth opportunities and the dedication to full service packaging and support of its clients, ensuring the long-term investment potential is exceeded.

Don’t let your company fall short of its expectations due to poor funding. Contact Wall Street Solutions today to find out how we can raise capital for you — expeditiously and at the right terms.

[email protected]

646-580-4152

New York, NY

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