The past year has witnessed the emergence of re-IPO’s — traditional underwritten public offerings by post-reverse merger issuers coupled with a reverse stock split and uplisting to a national securities exchange. The re-IPO marks the next business stage in the evolution of the fittest reverse merger companies over the past few years, and re-entry of small and midcap investment banking firms to the public offering arena. Participation in many of these transactions has afforded us a unique perspective on this phenomenon and the state-of-the-art techniques that any potential issuer or investment bank should understand.
Common from 2004 to 2008, reverse mergers with concurrent private placements emerged as the primary going public route for smaller companies, resulting from a dormant initial public offering (IPO) market but relatively easy availability of PIPE (private-investment, public-equity) financing. In a typical reverse merger transaction, at the closing of a private placement, a private operating company merged with a wholly-owned subsidiary of a publicly traded corporation, which will not have had any material assets or liabilities. The publicly traded corporation, whose shares were quoted on the OTC Bulletin Board, changed its corporate name to that of the private operating company and, with the proceeds of the private placement, continued the existing business of the private operating company under its management as a publicly traded company. From the company’s perspective, the key benefits of the reverse merger were speed in terms of implementation and simplicity of valuation. The reverse merger required only a comparatively simple SEC filing under the Securities Exchange Act of 1934 with no prior review process.
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