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Friday, 12/05/2014 9:23:37 PM

Friday, December 05, 2014 9:23:37 PM

Post# of 10055
Alternative public offering

An alternative public offering (APO) is the combination of a reverse merger with a simultaneous private investment of public equity (PIPE). It allows companies an alternative to an initial public offering (IPO) as a means of going public while raising capital.

There are two parts that comprise an APO: the reverse merger and the PIPE. In the reverse merger, the private company becomes public by merging with or being acquired by a public “shell” company. The shell company is a public company that has no assets or liabilities. When the private company and public shell merge, the combined entity thereafter trades under the previously private company’s name rather than the shell company’s name as it did before.

What differentiates an APO from a reverse merger is the simultaneous PIPE raise. A PIPE is when a publicly traded company sells its stock to investors in a privately negotiated transaction. The stock is normally sold at a discount to current market value and investors are normally acquiring unregistered “restricted” stock. The typical PIPE investor is an institutional investor such as a hedge fund or mutual fund. PIPEs are usually completed by investment banks who act as “Placement Agent” in the transaction.

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