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Reverse Merger/ Alternative Public Offering “APO” Proposal Tamboran Resources Pty Ltd

Reverse Merger/ Alternative Public Offering “APO” Proposal Tamboran Resources Pty Ltd. ABOUT US. Main Street Capital “MSC” is a corporate advisory firm providing corporate transaction advice and management in a global market

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Reverse Merger/ Alternative Public Offering “APO” Proposal Tamboran Resources Pty Ltd

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  1. Reverse Merger/ Alternative Public Offering “APO” Proposal Tamboran Resources Pty Ltd

  2. ABOUT US • Main Street Capital “MSC” is a corporate advisory firm providing corporate transaction advice and management in a global market • We have developed a full service platform integrating and co-coordinating investment banking, tax & accounting and legal services

  3. WHAT WE DO • Facilitation of complex international corporate transactions • Advice on global inter-jurisdictional business dealings • Debt and equity finance • Corporate reorganisations • Mergers and Acquisitions • Specialty in accessing USA capital markets • USA IPO’S and APO’s

  4. Investment Banking We offer a range of financial services including assistance in raising capital and developing strategies to enhance long-term shareholder value. Investment banking services are also provided under our strategic alliances with five major Wall Street Investment Banks who offer the following services: • Initial public offerings ”IPO’s “/alternative public offerings ”APO’s” • Debt and equity capital raisings • Global mergers and acquisitions • Private equity placements (including PIPE’s ) • Senior and subordinated debt • Recapitalisations and restructurings • Public secondary public offerings

  5. Tax and Accounting Tax and Accounting services include: • Due diligence • Local and international compliance/regulatory reporting • Translation into International accounting Standards (US and International GAAP) • Structural reviews (at both corporate and shareholder levels) • Tax advice (local and international)

  6. Legal Services Legal services include: • Document drafting and negotiation • Corporate structures and advice • Due diligence • International securities compliance (Australia and USA) • Support for existing legal counsel • Assistance with SEC filings

  7. HOW AN APO WORKSStep 1: Find existing Pubco (either with or without operations) in USA market USA Market Australia

  8. Business Ops • New Investors • PUBCO • Australian Shareholders • IP Assets • Debt Facilities • MERGECO HOW AN APO WORKSStep 2: MERGECO performs “reverse merger” with PUBCO • Pubco takes over MERGECO by purchasing 100% of shares in MERGECO. • PUBCO funds takeover by issuing shares in itself to investors of MERGECO. • Capital Gains Tax relief is applied for under the scrip for scrip roll-over provisions. USA Market Issue Shares Purchase Shares Australia

  9. New Investors • PUBCO • Debt Facilities • Australian Shareholders • MERGECO • MERGECO • MERGECO HOW AN APO WORKSStep 3: Debt/Equity Raising $ $ USA Market Australia

  10. Asia Subs • Business Ops • Business Ops • Business Ops • Americas Subs • IP Assets* • Business Ops • MERGECOAustralia Sub • Debt Facilities • PUBCO • Investors • Business Ops • Europe Sub • US Sub HOW AN APO WORKSStep 4: Final Group Structure Utilised in International expansion North American Market *IP assets can be strategically located in other jurisdictions with appropriate tax and legal planning

  11. Advantages of an Alternative Public Offering “APO” General Advantages • Access to USA capital markets and cheaper debt. • More favourable valuations by uplifting to Wall Street comparable valuation multiples. • More favourable restricted and escrow trading terms. • Greater certainty of success (on time and on budget). • Access to additional capital to fund future business growth and/or acquisitions. • Allows company to obtain liquidity for its shareholders. Advantages of APO vs. IPO • Significantly more cost effective than an IPO. • Initial investment can be staged to allow minimal cash investment upfront. • The financial risk of failure is significantly contained. Advantages vs. Private Equity/Venture Capital • No exposure to a domineering shareholder. • Allows a company to focus on realising long-term growth and value, rather than achieving short term goals of investors.

  12. APO Proposal Stages We have formulated a 4 stage approach to the APO , which is designed to minimise the financial risk, as follows: • Stage 1: Preparation of IM , Selection of USA Investment Bank (1 Month) • Stage 2: Preparation for APO (1 Month) • Stage 3: APO Implementation (2 Months) • Stage 4: Public Secondary Offering ( 2 Months) • Total 6 Months

  13. APO Stage 1 (Approximately 1 month) The core objective of Stage 1 is to work with you, our clienton the Information Memorandum to realise the best value proposition for the company. This is a critical task in selecting the US Investment Bank/ Underwriter & securing investment commitments that are necessary to the success of the APO and the subsequent public secondary offering.

  14. APO Stage 1 Collection of data and preparation of an Information Memorandum • Test and provide feedback on the reasonableness of financial forecasts. • Due diligence which is performed by MSC on behalf of US Investment Bank. • Review the corporate structure and identify reorganisation requirements necessary to achieve tax relief. • Perform balance sheet analysis to identify any surplus assets to remove from the structure prior to the merger. • Engage a US Investment Bank for the secondary public offering. • Prepare for an initial road show to investors. • Obtain an initial indication of potential financing. • Format company disclosures in the information memorandum in readiness for future USA securities market compliance.

  15. APO Stage 2(Approximately 1 month) Stage 2 of the APO is undertaken when we have an indication from the US capital market that there are sufficient bridge funding, debt and equity commitments to justify a secondary public offering of the company. Its core objective is to place the company in a position of readiness for a reverse merger and subsequent secondary public offering.

  16. APO Stage 2 Preparation for the APO • Restructure of Australian Holdings if necessary. • Arrange for the preparation of 2 years of historical financial information in accordance with USA GAAP. • Appoint an external auditor and arrange for the audit of 2 years of historical financial information in accordance with USA GAAP. • Negotiate all external contractual arrangements. • Coordinate legal and accounting due diligence. • Identify USA public company “PUBCO” and perform due diligence. • Facilitate engagement of legal counsel and auditors for the USA public company. • Assistance with the preparation of a road show presentation to institutional & retail investors. • Assistance with obtaining investment commitment from US underwriter. • Prepare for implementation of corporate reorganisation in readiness for Stage 3.

  17. APO Stage 3(Approximately 2 months) Stage 3 is the final step in implementing the corporate re-organisation and finalising the debt and equity funding.

  18. APO Stage 3 APO Implementation • Restructure of PUBCO-Change fiscal year end if required.-Amend by-laws if necessary.-Restructure stock.-Change name of company. • Find and screen independent directors (at least 3)-One independent to be a financial expert.-D&O Questionnaires for Officers and Directors.-Choose who will serve as officers.-Obtain biographies of directors and officers • Share Exchange Agreement Signed (conditions subsequent prior to closing) • Implement corporate reorganisation including drafting of shareholder and board resolutions.

  19. APO Stage 3 & Stage 4 • Preparation of merger documentation • Facilitation of USA filings to ensure compliance with all federal and state regulations applicable to the transaction • Assist with post merger corporate governance requirements • Selection and appointment of a post merger securities broker • Selection and appointment of a USA Investor Relations “IR” company • Filing of Super 8-K upon signing • Secondary Public Offering S1 or S3 filing • Accounting for Form 8K filing due upon closing of Share Exchange-2 years audited historic financials of Operating Company-Pro-forma consolidated financials with Public Offering • File application to elevate to Nasdaq or NYSE- MKT. • Individual Form filings of all directors, officers and 5% beneficial holders of Public company stock within 10 days of closing

  20. APO Stage 3& Stage 4 • Schedule 13D and Schedule 13G by 5% beneficial holders of Public company stock within 10 days of closing. • Board committee composition- Governance and Nominating Committee- Audit Committee-Compensation Committee • Broker/Market Maker (to be chosen)-Decision as to whether to elevate to NASDAQ or NYSE MKT • Quarterly Report-10QSB-Consolidated Reviewed financial statement.-Management Discussion and Analysis-Due within 45 days of quarter end • Australian general purpose audit annually and related reviews • Annual Report – 10KSB-Consolidated Audit Report-Management Discussion and Analysis -Due within 90 Days of year end

  21. Financing Success Fees The following is an indication of what the USA Investment Banks and MSC would charge for raising both equity & debt . MSC have an arrangement with the US Investment banks who have agreed to reduce their standard fees to cater for the MSC fees.

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