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Life Cycle(s) of an IPO Company. Life Cycle of an IPO Company. MODERATOR : Megan Colwell , Senior Vice President Woodruff-Sawyer & Co. Matthew Deneen, RPLU, Senior Vice President Hooghuis Group, LLC Deirdre Finn , Senior Vice President Navigators Pro
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Life Cycle(s) of an IPO Company New York City ~ February 6 & 7, 2008
Life Cycle of an IPO Company • MODERATOR: Megan Colwell, Senior Vice President Woodruff-Sawyer & Co. • Matthew Deneen, RPLU, Senior Vice President Hooghuis Group, LLC • Deirdre Finn, Senior Vice President Navigators Pro • Lauri Floresca, Senior Managing Director Carpenter Moore, a NASDAQ Company • Keith Thomas, Executive Vice President Zurich Management Solutions Group • Michael Torpey, Partner Orrick, Herrington & Sutcliffe LLP
Case Study YellowWire, Inc. • Headquarters: Santa Clara, CA • Founded: 2001 • Market segment: Telecom • Revenue: $8.5M as of YE05 • Management team: founders • Funding: $15M via Rounds A & B • Company valuation: $25M
Reverse Merger History and Perceptions • Historical View: Checkered past in the 70’s, 80’s and 90’s with “Pump and Dump schemes”. Mergers-R-Us.com http://www.mergers-r-us.com/index.html GoPublicUSA.com http://www.gopublicusa.com/main.html “Take your private company public the easy way by purchasing a dormant, public shell company through a process known as a reverse merger...”
Successful Reverse Mergers • Texas Instruments Inc. • Berkshire Hathaway Inc. • Tandy Corporation (Radio Shack Corporation) • Occidental Petroleum Corporation • Blockbuster Entertainment • The New York Stock Exchange • Frederick’s of Hollywood (1/28/08)
Reverse Mergers:How Popular Are They? Annual growth trends: 200320042005 2006 46 168179 206 Q107: 53 RM’s/$3B Mkt cap = +100% growth • University of Pittsburgh study: • 91% of the companies that performed a RM are still in existence three years later.
“Formerly Shady Reverse Mergers Gain Credibility”USA TODAY, 6/28/07 • New SEC rules in past five years • IPO option: larger/more established companies (Post Dotcom/IPO Bubble) • 2006: more reverse mergers than IPO’s (3) SPAC’s (Special Purpose Acquisition Companies)
SPAC’s:How Popular Are They?* • 2007: 65 SPAC’s went public = $11.7B • Average deal size: $183M (vs. IPO’s @ $229M) • Pipeline momentum • December 2007: 50% of new filings were SPAC’s • January 2008: 7 of 13 new filings were SPAC’s • Currently: • 75 SPAC’s seeking acquisition/reverse merger opportunities • Flush with cash! *Data from: Renaissance Capital’s SPAC Facts, Annual Review, January 2008
SPAC Statistics* 20032004200520062007 No. of SPAC’s 1 12 28 34 65 Total Proceeds $24.2M $491.1M $2.1B $3.2B $11.7B % IPO Market 1.5% 5.6% 14.4% 14.8% 23% Avg SPAC Size $24.15M $40.9M $75M $95M $183M Avg IPO Size $224M $198M $175M $217M $229M *Data from: Renaissance Capital’s SPAC Facts, Annual Review, January 2008
“Traditional” Reverse Merger—Shell Company • Reverse merger option • Faster, better, cheaper? • No real capital infusion; limited liquidity • PIPE financing = funding option