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FDCTech signs a letter of intent (LOI) to acquire 80% equity interest in CIM Securities, LLC.
https://www.otcmarkets.com/stock/FDCT/news/FDCTech-signs-a-letter-of-intent-LOI-to-acquire-80-equity-interest-in-CIM-Securities-LLC?id=365770
July 22, 2022 (GLOBE NEWSWIRE) -- FDCTech, Inc. ("FDC" or the "Company," OTCQB: FDCT), a fintech-driven company specializing in buying and integrating small to mid-size legacy financial services companies, today announced that it had signed a letter of intent to acquire eighty percent (80%) equity interest in CIM Securities, LLC ("CIM Securities"), a FINRA and SIPC member firm.
CIM Securities received regulatory approval in August 2002 from the Securities Exchange Commission. It is licensed to conduct its business in 49 US states and territories. CIM Securities generated $2.51 million in revenue for fiscal 2021, primarily as investment banking and advisory fees. CIM Securities offers private placement transactions where shares of or other investments in a particular company are purchased directly from the issuers. CIM Securities also provide brokerage account services through its relationship with a clearing firm, Hilltop Securities ("Hilltop").
The strategic acquisition aligns with the Company's growth strategy through M&A, and the proposed acquisition will establish a US-based financial services company in its portfolio.
The acquisition would be subject to regulatory approvals, with the closing contemplated in the fourth quarter of 2022.
It is common knowledge that transactions in the securities industry are highly regulated. Whether you want to deal in private or public securities, registering as a broker-dealer is the only legal way to do so. However, registering with FINRA as a new broker-dealer is a time-consuming process, even when you know what you’re doing. Usually, it can take six months or longer to get a new broker-dealer approved by regulators, which in many cases, means losing out on business opportunities. To save time and avoid the stress, many people opt to purchase a shell broker-dealer instead of going through the New Member registration process. So, what exactly is a shell broker-dealer?
Demystifying Shell Broker-Dealers
A shell broker-dealer is basically an inactive broker-dealer that has little or no production and accounts. You may ask why a broker-dealer exists if it is not conducting any business. Well, there can be several reasons, but generally speaking, plans or business opportunities for owners of these firms simply change. In those cases, even though the registration of the broker-dealer has been completed, the firm never sees the light of the day as an enterprise. It remains a ‘shell’.
Why Buy A Shell Broker-Dealer?
The answer is simple – it saves time. If done correctly, buying a broker-dealer can have new owners up and running in about 45 days. When registering as a new broker-dealer, owners cannot conduct any business until FINRA’s review process is complete; this can take many months. But when purchasing a ‘shell’, new owners can conduct business under the broker-dealer’s already approved license(s) while their application is going through this process.
FINRA Rule 1017 – File Change of Ownership
Once the diligence process is completed and everything seems perfect, one can proceed to inform FINRA about the change in ownership that is taking place. Pursuant to membership rule 1017, FINRA must be informed at least 30 days in advance of consummating the deal by filing a notice letter. Once the 30 days has passed (provided FINRA has not provided notice of rejecting the proposed transaction), the transaction can close and one can start doing business using the shell broker-dealer that has been purchased. However, please keep in mind that FINRA can take a few months to fully approve the transaction.
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