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www.johnlux.net M&A Uses of Going Public with an IPO or Reverse Merger
In mergers and acquisitions (M&A), going public through an IPO or reverse merger is a valuable and flexible tool that can increase profits and lower the cost of capital
Sellers: Increase Your Valuation – Being public may increase your valuation in a transaction where you are being acquired
File a Confidential S-1 to Test Waters under the JOBS Act may put pressure on a buyer. You can “test the waters” for an IPO. Buyers have to compete with IPO price
Signing a letter of intent with an underwriter can force a buyer to make an offer. Naturally, the price will be increased as you always have the option of the higher priced IPO
A public company that wants to buy you will be more comfortable if your financial reporting is already up to SEC standards. Many companies want sellers to have audited financial statements. As that expense is a big part of the cost of being public, why not do an IPO as you have already incurred a large part of the total cost?
Establish Value for Taxes. You may want to establish a value for the company for estate tax or other purposes, such as dressing up your personal financial statements. You may want a public market to sell securities to pay estate taxes, or have the option of selling stock to pay estate taxes instead of facing a fire sale of the company.
Key Employees - You may want to keep the loyalty of key employees in a company you are buying – offer them stock options in your public company.
Reduced Overall Financing Costs - You may want to reduce your overall financing costs and find that equity is a cheap part of the mix.
Increase Your Equity Base - You may want to increase your equity base after incurring a large amount of debt in an LBO.
Reduce Debt - You may want to raise money to reduce or pay off debt incurred during a leveraged buyout
Giving Liquid Stock to Sellers. You may want to offer the sellers some securities, (common, preferred or debt) to reduce the cash used in buying the company. Sellers naturally want these securities to be liquid
Buy Out Dissident Shareholders - You may want to buy out dissident or troublesome shareholders
Sell into Hot Market - If your company is in an industry that is being overvalued by Wall Street, you may want to take advantage of this bubble pricing
IPO Instead of Vulture Capital - If venture capital companies are offering you inadequate terms or trying to impose agreements that put you at a disadvantage, you may want to seek an IPO instead of venture capital
Break VC Covenants - Use an IPO to break out of venture capital covenants, such as right of first refusal on sales. Typically, these end after an IPO.
Attractive Valuations. You may believe that the public market will offer you more attractive valuations than venture capitalists
Liquidity - Your venture capitalists or other investors may demand liquidity.You yourself may want liq