Reverse Merger Overview
 

A Reverse Merger ("RTO") is a process by which a private company gains access of an existing public company via a merger of the two entities resulting in the private company surviving the transaction but under the public companies public status. Depending on how sweet of a deal the private company negotiates they typically end up with anywhere from 90% to 99.8% of the public ownership and obtain board and voting control day one post completion of the transaction.

For more information on the actual process and steps please visit the Timeline page of our website. 

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Author Commentary / FAQ

 

What is your objective for going public?

There are two main reasons that I can think of and they are to raise growth capital or to monetize a portion of your investment. I believe that both reasons make a lot of sense - that being said - this does not mean that all companies are cut out to be a public company. There is an old saying that you need the steak and the sizzle to really make it.

What does having the steak and the sizzle mean?

The Steak: This is referring to having the profits, infrastructure, scale and critical mass to survive being a public company.  Essentially its costs money to be a public company and certain companies in certain industries don't have the critical mass to survive these costs.

The Sizzle: This is having the excitement that if you and a friend where sitting down having a conversation and he mentioned what the company does and its performance - that company would excite him and stick in his head log enough to get him to look it up and consider investing and also pass the name on to his friends and network.

Raising capital simultaneously with the reverse merger?

Hypothetically, if I was to take my company public and was expecting to get people to invest in my Company, I would believe that at the same time as going public I should be able to raise capital.  Many people are out there taking equity for free and promising the dream of raising big capital in the future at certain valuations. Personally, I find it very hard to believe any valuation that people assign on a company, property or asset unless they are willing to put capital at risk at that valuation.

Where is the shell market today?

The shell market is no different than any other negotiated marketplace - it is always fluctuating. That being said it is a negotiated marketplace and the price for a fully reporting bulletin board shell is not always "x" price - each company should be looked at a on a case by case basis as the value of each company is should  be different.  The key to this marketplace is finding the correct information and finding the correct financing partner to lead you through the process.  Finding a partner that has capital, is willing to invest day one, helps sources the shell for you (if they own it, then I believe its a conflict of interest), and is willing to be a long term partner to the company is key.  What percentage of the company you give to the shell is based on you and your partners negotiations.  If your company is further developed and established then clearly you should give less of the equity away then if you are a start-up that is less valuable. 

Value-added partners in reverse mergers?

There are many valued added partners in this industry and also many that promise to be but do not perform.  Check their references, past successes and process.  If they have been successful in the past numerous times then its more likely they will be successful again versus someone who hasn't.  I would never recommend giving up over 4% to 10% of your company for nothing other than the promise of helping you try to raise capital in the future - but that is just my opinion......



For other opinions of the author feel free to contact us via  email.

 

* This website is for informational purposes only and it should not be construed as an offer to buy or sell publicly traded securities or investment banking or investing advice in anyway.  All commentary is the opinion of the author and should be taken solely as the authors opinion.

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