SPAC

New SPAC Structure Discussed in Israel: Part III

By at 15 December, 2011, 10:45 am

So, if it works, the new “IPAC” structure can be great for target companies who no longer have to wait months to complete their transaction, and avoids the old problem of wondering whether shareholders will approve much as the new generation of SPACs already had. Plus, the SPAC attorney reports, the SEC has signed off [...]

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New SPAC Structure Discussed in Israel: Part II

By at 15 December, 2011, 10:36 am

See the last entry for a summary of the new SPAC structure known as IPAC. If it can be successful in raising money in its IPO and avoiding a high level of investor opt-outs in their reverse merger transactions, the new structure has the hope of taking the most advantage ever of the exemption from [...]

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New SPAC Structure Discussed in Israel: Part I

By at 15 December, 2011, 10:24 am

Greetings from the land of milk and honey where we have just concluded DealFlow Media’s Alternative Finance Conference in Tel Aviv. The conference plus the days after were particularly fascinating and eye-opening for me as it has been a little time since I last was very active with Israeli companies going public in the US. [...]

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Deck Chairs Shift but IPO Alternatives Remain Viable

By at 4 December, 2011, 2:33 pm

A few thoughts about where we are now that some of the dust has settled following the passage of “seasoning” requirements to uplist to major exchanges after a reverse merger with a reporting shell. If you are thinking about a strategy to deal with the changes, get in touch! But here are some real big [...]

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Sad Thoughts About Seasoning – Part III

By at 21 November, 2011, 2:41 pm

Who are the losers in the new seasoning requirements? 1. As we have now learned, SPACs that trade on the OTC Bulletin Board will be subject to seasoning. We will see if the major underwriters who raise money for SPACs will seek some adjustment in the rule. 2. Most of the “two-step” deals involving a [...]

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Flash: SPACs on OTCBB Are Not Exempt from Seasoning

By at 18 November, 2011, 5:04 pm

I need to amend my prior summary of the new requirements to “season” post-reverse merger companies on the over-the-counter markets for at least one year before uplisting to a major securities exchange. We all, SPAC-meisters included, thought the language in the proposals and final release exempted SPACs from the seasoning requirements. Since they conduct full [...]

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Sad Thoughts About Seasoning – Part II

By at 15 November, 2011, 9:10 pm

Who loses and wins now that “seasoning” of reverse merger companies on the over-the-counter markets for at least one year is real? In this posting, let’s list the winners: 1. OTC Markets and the OTC Bulletin Board – more companies will list there, and will list longer, because they are being denied the right of [...]

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Flash: SEC Approves Seasoning of Reverse Merger Companies

By at 9 November, 2011, 11:48 pm

Yesterday, the US Securities and Exchange Commission approved rule changes requested by the three major US stock exchanges, Nasdaq, the NYSE Amex and the New York Stock Exchange. In sum, companies completing reverse mergers with SEC-reporting shell companies will now have to “season” by trading on the over-the-counter markets or another national exchange for one [...]

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Time to Modernize Rule 419: Part I

By at 25 October, 2011, 9:57 am

This is the first in a multi-part posting I intend to share with you developing a case for modernizing Rule 419 under the Securities Act of 1933. First I will outline the rule briefly, then talk about what happened after the rule was passed, then discuss why modernizing the rule makes sense given both market [...]

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Highlights from M&A Conference

By at 11 October, 2011, 5:37 pm

I spent some time today at the 2011 International M&A Summit put together by the M&A Advisor. Here are some tidbits about the current M&A environment that came out of the panels: 1. There was a dramatic slowdown in deal activity in the last 30-60 days due to market conditions. 2. Corporations with cash are still [...]

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