Selecting An Equity Finance Consultant
Most Chief Financial Officers (CFOs) realize that it’s a hundred times easier to raise venture capital for a public company than a private company. There is no shortage of individuals and firms seeking to advise and coordinate the going public process for CFOs. The problem is that many of these equity finance consultants are inept and/or dishonest. Here are some simple rules for finding a competent and ethical advisor.
Avoid firms that don’t disclose anything about themselves or their employees. The Net is a wonderful free tool for doing “Due Diligence” investigations on firms and individuals. Do an advanced search on the firm and its principles. Credit checks and background investigations are wise investments before you hire any consultant.
All equity finance consultants have two basic ways to take your company public. They can help you do an Initial Public Offering. Or they can suggest one of several alternative ways to go public in the USA. None of the alternative tactics include public financing for your company. Whatever solution the prospective equity consultant advises, you should ask for an estimate of costs, time to trading, and the odds of being called for trading. You should also determine how the equity finance consultant expects to make money helping your company go public.
If you have an operating company and decide to do an IPO, your costs should average between $1.5 and $2.25 million. You should expect that it should take an average of 18 months to get your “Effective Letter” from the SEC. And your odds of success are about even, that is, 50/50. You should expect to pay your underwriter about 18% of the money raised. You will be expected to pay non-refundable upfront expense fees. You should budget $10,000/per broker presentation that will be needed to help the underwriter raise your IPO money. If your prospective consultant disagrees with these guidelines, ask them in writing for the evidence to support their viewpoint.
IPO alternatives range in costs from $60,000 to several million dollars. Amazingly, the most expensive IPO alternative is the most popular. While doing a reverse merger shouldn’t cost your company more than $150,000 in out-of-pocket Due Diligence costs, the expense of maintaining your shell float’s share price will run into millions of dollars.
In a reverse merger, the public shell insiders retain their shares. This means they have several million shares of your stock to sell. You are responsible for finding the public buyers of their stock and all future shareholders of your public company. Let’s assume that the reverse merger insiders have three million of your public company’s shares. Your goal is to maintain a $4 share price. The previous shell owners will gross $12 million on the sale of their reverse merger shares. It should cost you $0.25/share to buy the past owners’ shares. The past owners will take a three-million-dollar bite out of your investor relations’ budget.
However, that’s only the beginning of your problems. Your reverse merger public company must now find the buyers, each quarter, for those past insider shares. Assuming you can maintain the same $4 share price, the estimated annual investor relations costs will be $12 million per year, in addition to any other shares in the public float. This $12+ million investor relations cost will continue as long as the company is public and trading at $4/share.
The cash price of an OTCBB (Over-the-Counter Bulletin Board) shell with 90% or more control is about $1.5 million. The primary advantage of a shell purchase is that the buyers are certain that their shares will trade. The major disadvantage is that the shell insiders often create shares for themselves and hide this fact from potential buyers. The industry axiom is that there is no such thing as a clean shell. Thus the buyer also inherits the future costs of finding the buyers for those hidden shares.
There are alternatives to taking a company public which costs less than $100,000. They don’t create the stock that enters the float. If you are interviewing potential equity finance consultants, you should ask them for their low-cost strategy and determine their odds of working for your company. You should also ascertain the ongoing investor relations costs of any public company strategy.
Most professionals in the equity finance business have far more interest in short-term profits than long-term earnings. If your purpose in going public is to give your investors a “liquidity event,” you’ll easily find equity finance consultants who share your myopic vision. If you are going public to build your company, you should read my ebook Venture Capital Profits. It’s the formula for a win/win public company strategy. The public profits. The insiders and private placement investors maximize their profits.