Alternative Public Offerings: An Emerging IPO Option

Using APOs to Go Public and Gain Faster and More Cost-Efficient Access to Capital Markets

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, June 16, 2011

Recorded event now available

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Program Materials

This CLE webinar will provide strategies for counsel advising private companies on alternative routes to go public with the goal of accessing capital markets. The panel will discuss recent trends for going public, outlining a variety of APO options, benefits associated with each and regulatory changes to consider.

Description

Alternative Public Offerings (APOs) are used by small companies seeking to go public, with the ultimate goal of attracting capital markets. With investors not willing to underwrite small IPOs, but willing to invest in public companies, APOs provide a faster and more cost-efficient alternative.

APOs mainly refer to reverse mergers, but other options are a direct public offering (DPO), a spin-off followed by reverse merger, a private placement offering followed by a secondary public offering, or private placement followed by a holding period and filing Form 15c2-11.

While reverse mergers continue to gain popularity, regulations affecting reverse mergers have changed over the past few years. Significantly lower costs, less stringent regulatory scrutiny, and a faster route to go public provide good reasons to take a closer look at IPO alternatives.

Listen as our authoritative panel of attorneys examines alternative devices for private companies to go public to access capital investments, and their application in strategic deals, focusing on trends in APOs and best practices in completing the transaction.

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Outline

  1. Alternatives to IPOs
    1. Reverse mergers
    2. Direct Public Offering (DPO)
    3. Spinoff followed by a reverse merger
    4. Private placement offering followed by a secondary public offering
    5. Private placement followed by a holding period
  2. Benefits of APOs
  3. Regulatory Changes and Updates
    1. Rule 144 changes
    2. Form 8-k (“super" 8-k)
  4. Capital raising in connection with APOs
  5. Best practices
    1. Negotiating the terms
    2. Drafting transaction documents
    3. Finalizing the closing
    4. Filing and reporting requirements

Benefits

The panel will review these and other key questions:

  • What are the key considerations to decide whether to structure the transaction as an APO, and to decide which APO option to use?
  • What considerations should be given when negotiating, drafting, and finalizing the APO?
  • What are the recent regulatory changes affecting APOs?
  • What are some capital raising options for APOs?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

Donald C. Reinke
Donald C. Reinke
Partner
Reed Smith

He has extensive experience in the areas of venture capital finance, public securities offerings, mergers and...  |  Read More

Eleazer Klein
Eleazer Klein
Partner
Schulte Roth & Zabel

He is known for his expertise in the development and implementation of alternative investment structures for private...  |  Read More

David N. Feldman
David N. Feldman
Partner
Richardson & Patel

He is considered one of the country's leading experts on reverse mergers. His practice focuses on corporate and...  |  Read More

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