Alternative Public Offering
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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. Overview 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 ...
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Reverse Merger
A reverse takeover (RTO), reverse merger, or reverse IPO is the acquisition of a public company by a private company so that the private company can bypass the lengthy and complex process of going public. Sometimes, conversely, the public company is bought by the private company through an asset swap and share issue. The transaction typically requires reorganization of capitalization of the acquiring company. Process In a reverse takeover, shareholders of the private company purchase control of the public shell company/ SPAC and then merge it with the private company. The publicly traded corporation is called a "shell" since all that exists of the original company is its organizational structure. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors. The transaction can be accomplished within weeks. The transaction involves the private and shell company exchanging information on each other, negot ...
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American Stock Exchange
NYSE American, formerly known as the American Stock Exchange (AMEX), and more recently as NYSE MKT, is an American stock exchange situated in New York City. AMEX was previously a mutual organization, owned by its members. Until 1953, it was known as the New York Curb Exchange. NYSE Euronext acquired AMEX on October 1, 2008, with AMEX integrated with the Alternext European small-cap exchange and renamed the NYSE Alternext U.S. In March 2009, NYSE Alternext U.S. was changed to NYSE Amex Equities. On May 10, 2012, NYSE Amex Equities changed its name to NYSE MKT LLC. Following the SEC approval of competing stock exchange IEX in 2016, NYSE MKT rebranded as NYSE American and introduced a 350-microsecond delay in trading, referred to as a "speed bump", which is also present on the IEX. History The Curb market The exchange grew out of the loosely organized curb market of curbstone brokers on Broad Street in Manhattan. Efforts to organize and standardize the market started early in ...
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Direct Public Offering
A direct public offering (DPO) or direct listing is a method by which a company can offer an investment opportunity directly to the public. Description A DPO is similar to an initial public offering (IPO) in that securities, such as stock or debt, are sold to investors. But unlike an IPO, a company uses a DPO to raise capital directly and without a "firm underwriting" from an investment banking firm or broker-dealer. A DPO may have a sponsoring FINRA broker, but the broker does not guarantee full subscription of the offering. In a DPO, the broker merely assures compliance with all applicable securities laws and assists with organizing the offering. Following compliance with federal and state securities laws, a company can sell its shares directly to anyone, even non-accredited investors, including customers, employees, suppliers, distributors, family, friends, and others.http://www.enotes.com/small-business-encyclopedia/direct-public-offerings Encyclopedia of Small Business Most ...
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Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is a legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. A deal may be euphemistically called a ''merger of equals'' if both CEOs agree that joining together is in the best interest of both of their companies. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. In most countries, mergers and acquisitions must co ...
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Reverse Takeover
A reverse takeover (RTO), reverse merger, or reverse IPO is the acquisition of a public company by a private company so that the private company can bypass the lengthy and complex process of going public. Sometimes, conversely, the public company is bought by the private company through an asset swap and share issue. The transaction typically requires reorganization of capitalization of the acquiring company. Process In a reverse takeover, shareholders of the private company purchase control of the public shell company/ SPAC and then merge it with the private company. The publicly traded corporation is called a "shell" since all that exists of the original company is its organizational structure. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors. The transaction can be accomplished within weeks. The transaction involves the private and shell company exchanging information on each other, neg ...
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Market Liquidity
In business, economics or investment, market liquidity is a market's feature whereby an individual or firm can quickly purchase or sell an asset without causing a drastic change in the asset's price. Liquidity involves the trade-off between the price at which an asset can be sold, and how quickly it can be sold. In a liquid market, the trade-off is mild: one can sell quickly without having to accept a significantly lower price. In a relatively illiquid market, an asset must be discounted in order to sell quickly. Money, or cash, is the most liquid asset because it can be exchanged for goods and services instantly at face value. Overview A liquid asset has some or all of the following features: It can be sold rapidly, with minimal loss of value, anytime within market hours. The essential characteristic of a liquid market is that there are always ready and willing buyers and sellers. It is similar to, but distinct from, market depth, which relates to the trade-off between quantit ...
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Investor Relations
Investor relations (IR) is a strategic management responsibility that is capable of integrating finance, communication, marketing and securities law compliance to enable the most effective two-way communication between a company, the financial community, and other constituencies, which ultimately contributes to a company's securities achieving fair valuation. (Adopted by the NIRI board of directors, March 2003.) The term describes the department of a company devoted to handling inquiries from shareholders and investors, as well as others who might be interested in a company's stock or financial stability. Structure Typically investor relations is a department or person reporting to the chief financial officer (CFO) or treasurer. In some companies, investor relations is managed by the public relations or corporate communications departments, and can also be referred to as "financial public relations" or "financial communications." In smaller companies, the IR function is often ou ...
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New York Stock Exchange
The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed companies at US$30.1 trillion as of February 2018. The average daily trading value was approximately 169 billion in 2013. The NYSE trading floor is at the New York Stock Exchange Building on 11 Wall Street and 18 Broad Street and is a National Historic Landmark. An additional trading room, at 30 Broad Street, was closed in February 2007. The NYSE is owned by Intercontinental Exchange, an American holding company that it also lists (). Previously, it was part of NYSE Euronext (NYX), which was formed by the NYSE's 2007 merger with Euronext. History The earliest recorded organization of securities trading in New York among brokers directly dealing with each other can be traced to the Buttonwood Agreement. Previously, securiti ...
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NASDAQ
The Nasdaq Stock Market () (National Association of Securities Dealers Automated Quotations Stock Market) is an American stock exchange based in New York City. It is the most active stock trading venue in the US by volume, and ranked second on the list of stock exchanges by market capitalization of shares traded, behind the New York Stock Exchange. The exchange platform is owned by Nasdaq, Inc., which also owns the Nasdaq Nordic stock market network and several U.S.-based stock and options exchanges. History 1971–2000 "Nasdaq" was initially an acronym for the National Association of Securities Dealers Automated Quotations. It was founded in 1971 by the National Association of Securities Dealers (NASD), now known as the Financial Industry Regulatory Authority (FINRA). On February 8, 1971, the Nasdaq stock market began operations as the world's first electronic stock market. At first, it was merely a "quotation system" and did not provide a way to perform electronic trade ...
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Private Investment In Public Equity
A private investment in public equity, often called a PIPE deal, involves the selling of publicly traded common shares or some form of preferred stock or convertible security to private investors. It is an allocation of shares in a public company not through a public offering in a stock exchange. PIPE deals are part of the primary market. In the U.S., a PIPE offering may be registered with the Securities and Exchange Commission on a registration statement or may be completed as an unregistered private placement. PIPE market The attractiveness of PIPE transactions has waxed and waned since the late 1990s. For private equity investors, PIPEs tend to become increasingly attractive in markets where control investments are harder to execute. Generally, companies are forced to pursue PIPEs when capital markets are unwilling to provide financing and traditional equity market alternatives do not exist for that particular issuer. According to market research in the US, 980 transactions ha ...
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OTCBB
The OTC (Over-The-Counter) Bulletin Board or OTCBB was a United States quotation medium operated by the Financial Industry Regulatory Authority (FINRA) for its subscribing members. FINRA closed the OTCBB on November 8, 2021. The board was used for many over-the-counter (OTC) equity securities that were not listed on the NASDAQ or a national stock exchange, it had shrunk significantly as stock have migrated to the trading facilities of the OTC Markets Group. Broker-dealers who subscribed to the system, which was not electronic, were able to use the OTCBB to enter orders for OTC securities that qualified to be quoted. According to the U.S. Securities and Exchange Commission (SEC), "fraudsters often claim or imply that an OTCBB company is a Nasdaq company to mislead investors into thinking that the company is bigger than it is". FINRA, an "independent, not-for-profit organization authorized by Congress", ran and provided regulatory services to the OTCBB by "writing and enforcing rules ...
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