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Category Archives: IPO On-Ramp

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Late-Stage Private Placements: A Life Sciences Sector Survey

Posted in IPO On-Ramp, JOBS Act News, Late Stage Investments, Private Placements, Resource

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. For companies in the life sciences sector, for instance, a late-stage private (or mezzanine) placement made to known and well-regarded life science investors may serve to validate… Continue Reading

IPO Market Update

Posted in IPO On-Ramp

During the second quarter 2016, the IPO market improved with 34 IPOs raising approximately $5.5 billion, according to Renaissance Capital.  While activity in the quarter was significantly higher than the first quarter (there were only eight IPOs in Q1), overall IPO levels are down.  Healthcare continues to represent the most significant sector, accounting for 15… Continue Reading

Congressmen Question IPO Fees

Posted in IPO On-Ramp, SEC News

Congressman Himes (CT) and eight other members of Congress wrote to FINRA and to the Securities and Exchange Commission questioning the typical 7% gross spread in U.S. IPOs.  The letter appears to have been prompted by a somewhat dated journal article that discusses fees in European IPOs.  A link to the text of the letter… Continue Reading

IFLR Webinar – Jack be Nimble, Jack be Quick: Planning for Financings in Volatile Markets

Posted in Events, IPO On-Ramp, Late Stage Investments, Private Placements, Public Companies

Thursday, July 12, 2016 11:00 a.m. – 12:30 p.m. EDT Volatile capital markets and the rapidly changing financial landscape make it important for issuers to recognize changes quickly and adjust their financing strategies accordingly. For example, for an issuer that contemplated an IPO or is in the IPO queue, it is important to become familiar… Continue Reading

BIO Publishes Study on Capital Raising for Emerging Therapeutic Companies

Posted in Biotech, Capital Formation, IPO On-Ramp, Public Companies, Venture Capital

On May 24, 2016, the Biotechnology Innovation Organization (BIO) published a study, “Emerging Therapeutic Company Investment and Deal Trends,” which collects ten years of data to identify trends affecting “emerging therapeutic companies” (“ETCs”).  ETCs are companies that are (1) developing therapeutics with a lead drug in research and development (“R&D”), or (2) have a drug… Continue Reading

Using the Up-C Structure

Posted in IPO On-Ramp, Public Companies, Tax

In a structure commonly referred to as an “up‑C,” an existing LLC or other partnership form undertakes a public offering through a newly formed corporation, which is structured as a holding company that owns an interest in the LLC.  Traditionally, if the owners wanted to undertake a public offering of the entity’s securities, the owners… Continue Reading

What is the RAISE Act and How Useful will it be to Sellers of Private Company Shares?

Posted in IPO On-Ramp, JOBS Act News, SEC News

With the enactment of the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies have the ability to defer an IPO and SEC reporting, and remain private longer than at any time in the past.  One result, however, is that shareholders and employees of these companies now face a much longer wait time for… Continue Reading

Growing Trend of Companies Staying Private Longer

Posted in Disclosure Requirements, IPO On-Ramp, Public Companies

On May 17, 2016, Fortune Magazine published an article by Geoff Colvin, “Take This Market and Shove It,” examining the growing trend of companies staying private rather than opting for an IPO.  The article notes that while the total number of U.S. companies continues to grow, the number that are traded on stock exchanges has… Continue Reading

Will Reg A Offerings Flourish in the IPO Downturn?

Posted in IPO On-Ramp, Regulation A+

While the JOBS Act helped spur larger, venture capital- and private equity-backed companies to consider IPOs, it has not served to revive the smaller IPO market. Perhaps the IPO market downturn will cause market participants to consider the merits of a Regulation A+ offering with an exchange listing.  To read this CFO magazine guest article… Continue Reading

A Lofty Concept: Disclosure Effectiveness

Posted in IPO On-Ramp, JOBS Act News, Public Companies, SEC News

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were deterring private companies from undertaking public offerings. A number of market participants, including even a few then-Commissioners of the Securities and Exchange Commission… Continue Reading

Renaissance reviews the US IPO market in 1Q2016

Posted in IPO On-Ramp

Renaissance Capital released its 1Q16 US IPO Market Review.  The healthcare sector accounted for all eight IPOs completed, which raised approximately $700 million.  This has been the slowest quarter for IPOs in the US since 2009.  Seven of these eight IPOs were VC-backed, raising approximately $600 million—the lowest levels since 4Q in 2012.  According to… Continue Reading

Complimentary San Francisco and Palo Alto Seminars: Late Stage Financings

Posted in Events, IPO On-Ramp, Late Stage Investments, Private Placements, Venture Capital

Successful privately held companies considering their liquidity opportunities or eyeing an IPO often turn to late stage private placements. Late stage private placements with institutional investors, cross-over investors and strategic investors raise a number of considerations that are distinct from those arising in earlier stage and venture transactions. Also, for some companies, the late stage… Continue Reading

IRRCi Publishes Follow-Up Study on Controlled Companies

Posted in Emerging Growth Companies, IPO On-Ramp

Recently, the Investor Responsibility Research Center Institute (IRRCi) published a follow-up to its initial 2012 study on “controlled” companies, entitled “Controlled Companies in the Standard & Poor’s 1500: A Follow-up Review of Performance & Risk.”  A “controlled” company is one in which more than 50% of the voting power for the election of directors is… Continue Reading

Complimentary Seminar – Calling an Audible: Financing Alternatives in Rapidly Changing Markets

Posted in Events, IPO On-Ramp, Late Stage Investments, Private Placements, Public Companies

Volatile capital markets and the rapidly changing financial landscape make it important for issuers to recognize changes quickly and adjust their financing strategies accordingly. For example, for an issuer that contemplated an IPO or is in the IPO queue, it is important to become familiar with other financing alternatives, such as venture debt or late-stage… Continue Reading

Chair White Addresses Pre-IPO Private Placements and Staying Private Longer

Posted in IPO On-Ramp, Private Placements, SEC News

Speaking at Stanford, Chair White addressed a broad range of issues affecting the technology sector, including the decision on the part of many privately held companies to defer their IPOs, to rely on exempt offerings to raise capital, and to rely on private secondary markets to create liquidity opportunities for existing stockholders. Chair White commented… Continue Reading

The Decline of the Small IPO

Posted in IPO On-Ramp, Regulation A+

A recent journal article by Prof. Robert Bartlett, III, Prof. Paul Rose, and Prof. Steven Davidoff Solomon (What Happened in 1998? The Demise of the Small IPO and the Investing Preferences of Mutual Funds) suggests that the decline in smaller IPOs resulted in a shift in the investment preferences of mutual funds away from IPOs… Continue Reading

Complimentary Teleconference: FAST Act Securities Law Provisions

Posted in EGCs, Events, IPO On-Ramp, JOBS Act News

On March 9, 2016, at 12:00 p.m. EST, Morrison & Foerster Partners Marty Dunn, David Lynn and Anna Pinedo will host a complimentary teleconference entitled “FAST Act Securities Law Provisions.”  The FAST Act amended certain provisions of the JOBS Act, the Securities Act and the Exchange Act.  Topics will include: The changes to the IPO… Continue Reading

IFLR Webinar – The New Dynamic: Exempt Securities Offerings in the United States and Resales of Restricted Securities

Posted in Crowdfunding, Events, IPO On-Ramp, Private Placements, Regulation A+

On February 24, 2016, at 11 a.m. EST, Morrison & Foerster Partners David Lynn and Anna Pinedo will be joined by Annemarie Tierney, NASDAQ Private Market, in hosting an IFLR webinar entitled “The New Dynamic: Exempt Securities Offerings in the United States and Resales of Restricted Securities.” The JOBS Act and more recently the FAST… Continue Reading

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources

Posted in Emerging Growth Companies, IPO On-Ramp, Venture Capital

Our 2016 survey, Getting the Measure of EGC Corporate Governance Practices, provides an overview of the choices made by EGCs that undertook initial public offerings during 2014 and 2015 insofar as capital structure, exchange listing, governance policies and procedures, board composition, compensation, and various other matters. A number of charts and resources accompany this year’s… Continue Reading

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Posted in IPO On-Ramp, JOBS Act News, Private Placements, Public Companies, Venture Capital

JOBS Act Quick Start provides a comprehensive overview of the provisions of the JOBS Act, including the changes brought about in market practice as a result of the IPO on ramp provisions. This 2016 update, which we invite you to read, describes the recent FAST Act improvements, the final rules relating to Regulation A, and the… Continue Reading

2015, A Bad Year for VC-backed IPOs

Posted in IPO On-Ramp, Venture Capital

PitchBook’s 2015 Annual U.S. Venture Industry Report reported a total of 73 venture capital-backed IPOs were conducted in 2015, the lowest number since 2013.  The number of VC-backed IPOs had been climbing since 2009, from 10 IPOs in 2009 to 122 IPOs in 2014.   2015 VC-backed IPOs raised approximately $8 billion, the lowest proceeds collected… Continue Reading

Review of the 2015 Global IPO Market

Posted in IPO On-Ramp

According to Renaissance Capital’s 2015 Annual Review of the Global IPO Market, a total of 310 IPOs were completed in 2015 raising $156.5 billion in proceeds. This is a 35% decrease from 2014’s figures, yet remains higher than activity in 2011, 2012 and 2013. The Asia-Pacific region dominated the market share, making up 44.7% of… Continue Reading

Review of the 2015 U.S. IPO Market

Posted in IPO On-Ramp

A total of 170 IPOs were conducted in 2015, according to Renaissance Capital.  $30 billion of gross proceeds was raised in 2015, with a median deal size of $95.3 million—the lowest figures since 2009.  In their 2015 U.S. IPO Market Report, Renaissance attributed these low figures to a number of factors, including Federal Reserve and… Continue Reading

FINRA’s Equity Research Rule

Posted in FINRA, IPO On-Ramp

A reminder that the new equity research rules, contained in FINRA Rule 2241, became fully effective on December 24, 2015.  The equity research rules, among other things, revise the quiet periods applicable to member firms during which member firms may not publish or distribute equity research reports.  As a reminder, the new quiet periods (which… Continue Reading