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融资在美国(5)Direct Public Offerings

July 13th, 2011

尊敬的读者:

我跟俊一起生活的时候常常谈梦想。俊说,小时候读了苹果公司如何在风险资本的帮助下成功的故事,热血沸腾。而作为经济学生,我学会了用产业的眼光来看事情。对于苹果公司在风险资本的帮助下成功的故事,我想的是风险资本这整个产业是怎么一回事,我不会因某一个成功的故事而热血沸腾。人的思维里有以偏概全的圈套,如果不去以产业的眼光看事情容易被圈住。而谈到风险资本这整个产业,俊又能侃侃而谈一大堆,说他的某个熟人做这行,如何如何,这仍然不是产业的思维,这仍然只是一个以偏概全的故事。

我有个律师朋友说她们律师毕业的学生应该在大型律师楼就职,拿XX的薪水,可是目前这个老板才给xx的薪水,实在是窝火不过。我听她怨声载道了一个多小时,终于忍不住问了出来:“每年律师毕业生有多少?每年大型律师楼能吸纳多少毕业生?你毕业的那届同学里几个去了大型律师楼?”她哑口无言,她没想过这样的问题。

经济学硕士毕业生最合适的去处是去政府的各个机构做中级职位的经济学家。有人看到这个信息想想出路不错嘛,就去读经济学的硕士了。最好继续想下去, 每年毕业多少经济学硕士?每年政府放出来的中级职位的经济学家的缺又有多少?这么好的职位,占了就占了,那些老人凭什么离开,不离开又哪里有缺放给毕业生?

先用产业的眼光去看事情,再看自己在这个产业的立足之地,自己是在这个产业的金字塔顶的,还是什么?

有人学校毕业后就不再读书了,东看西听以为懂了,可东看西听来的往往是一个以偏概全的故事。要懂得产业的全貌不好好地去读书我不知道还有什么办法。

Regulated and registered in the same way as any other public securities offering, a DPO seeks to raise capital by selling shares of the business’s ownership directly to the public. Unlike and IPO, there is no need for a trading market for a DPO to succeed. Stock is issued primarily to those in the business’s circle, namely friends, family, customers, suppliers, associates, and colleagues.

Companies conducting a DPO issue and sell their own stock, primarily by way of the Internet. There is no underwriter involved; the company does all of its own structuring, filing, underwriting, and selling. Companies that offer DPOs are usually in the consumer products industry. Food suppliers, restaurants, mail-order companies, and microbreweries are a few examples.

The Function of the DPO

DPOs can fill an important gap for small business. This “capital chasm” as it is commonly known, exist for many companies that are seeking between $200,000 and $5 million. Funding under $200,000 is typically covered by a loan or acquaintance angel (someone you already know). Amounts over $5 million are usually raised through venture capital or an IPO.

Although complex, the DPO becomes an important option to consider for entrepreneurs who are not comfortable angel investor. DPO should be strongly considered by companies who have a solid customer base, but want to increase their growth potential. These companies are too small to attract venture capitalists or investment bankers, but they have grown too much to reply on family and friends or SBA microloans.

Registering in Full with the SEC

In order to have the opportunity to have your stock traded publicly through NASDAQ, you must complete a full registration with the SEC. This process involves the same amount of paperwork as an IPO but without the assistance of a brokerage firm or team of investment bankers.

Filing through Regulation A

If you want to raise no less than $1 million, but no more than $5 million, Regulation A is the best DPO option. It will exempt your business from federal registration under Regulation A of the Securities Act of 1933.

Another benefit of Regulation A is that the federal government does not require audited financial statements of your business. Keep in mind, however, that this is still required in certain states, under state law.

Small Company Offering Registration

Also known as SCOR, the method of filing is limited to those who wish to raise less than $1 million in a DPO. The form, known as form U-7, is complicated and a difficult undertaking in and of itself.

Other exemptions

There are ways to avoid filing of any kind. At the federal level, this exemption is known as Regulation D. At the state level, the deal must be structured around that particular state’s exemption laws.

The Benefit of a DPO

The benefits of issuing a DPO over other financing include:

1, Equity raised through the sale of stock does not have to be repaid.

2, You retain a greater share of ownership than when dealing with venture capitalists or public stock offerings.

3, It costs less to finance a DPO. DPOs can usually be financed for well under $100,000 as opposed to an IPO that can cost into the millions.

4, You can learn about investment banking before jumping into the deep end of the lake.

5, Your public offering can benefit current customers, suppliers, and employees who already have a vested interest in your success.

6, You can test market your ability to raise equity via your stock offering by advertising a potential stock sale.

7, Internet-offered DPOs give you the ability to reach a niche market of potential investors with a specific affinity for your products or services. More and more people spend personal time seeking investment opportunities online.

8, You can market your IPO while you are marketing your company and products. Your marketing can be directed to potential customers who like the idea of being a part of something.

9, You become a publicly held company, elevating your status.

10, You increase your ability to obtain other types of financing.

The Trouble With a DPO

Although DPOs seem like the way to go for companies that can’t afford a stellar PR firm, a big investment bank affiliation, a securities lawyer and a stockbroker, is it possible for a business management team to play all these roles themselves? Many professional think now.

Also, many small, early-stage business simply do not run a tight enough ship to stand up under public scrutiny. Running a business and justifying the way you run your business to the public are two entirely different things.

Another problem with DPOs is the time they take from the founder. Running a business is difficult enough, but trying to run one while handling a public offering scenario can be a Herculean task. Founders should seriously consider whether or not they have the stamina to handle these things simultaneously.

Although managing a DPO can seem to some like managing any other kind of project, other factors need to be considered. For instance, there is little to no chance that a founder would sell his or her stocks to investors while undertaking a DPO. This means that the entrepreneur does not really stand to gain financially from the DPO, as they would in an IPO.

Moreover, the stock has no value as currency because there is no trading market. In other words, acquiring companies by giving them stock instead of cash is an impossibility.

Finally, if your company has early-stage investors who are looking for an exit strategy, a DPO does not offer that option. Misinterpreting a DPO as a general substitute for an IPO will get you into trouble with current investors, who may be looking to cash out on the deal.

Other negatives you might encounter with a DPO include:

1, Many people are unfamiliar with a DPO, requiring you to spend an inordinate amount of time explaining to process.

2, It is a time-intensive do-it-yourself process.

3, Investment specialists note a high failure rate for this type of offering

4, It is more difficult to find legal and financial experts with DPO experience.

Selling Your DPO

After your SEC and state filling have been completed and approved, it is up to you and your team to market and sell your stock. Remember, no stock exchange is involved so you will not be listed for investors to find. To reach your established goals, your management team, your employees, and even your family will become active and assertive salespeople.

Creative marketing and selling techniques make the difference when raising cash via a DPO. If you are uncomfortable pitching yourself and your company, then a DPO may not be right for you.

Here are a few of the creative marketing techniques that entrepreneurs have used to sell stock:

1, A coffee roster placed announcements in his coffee shop, dropped notes into bags of ground coffee, sent notices to vendors, and purchased ads talking about his stock offering.

2, A homeopathic pharmacy targeted people interested in alternative medicine via direct mail campaigns. His direct mail list came from vitamin catalog buyers and natural health magazine subscribers.

3, The biologist owners of a pharmaceutical startup hosted cocktail parties and open houses to discuss their offering with industry peers and local investors.

Creativity in promoting your stock offering increases your potential for raising cash; however, high-pressure sales tactics can backfire and leave your company with a tainted image.

The Power of Internet

When attempting to raise money via the Internet, it is important to make sure that:

1, The Web site is easy to locate so that your target investors can find it.

2, The investors that find the site live in the same state as you so that they are eligible to buy the offering.

3, The site arouses curiosity within the investor, so much so that they are willing to download your prospectus.

4, Once download, your prospectus convinces them that your company is worth an investment.

5, The information provided to the investor about the business via the prospectus does not get used against the entrepreneur.

6, The investor will follow through and buy shares in the company.

7, The company takes measures so that if the investor does not send a check, they can be convinced to do so.

8, Enough investors take advantage of the offering so that the deal can be closed successfully.

9, The deal is closed in a reasonable period of time.

Web DPO Sales

Releasing, promoting, and selling your DPO via the Internet takes more effort than just posting a banner ad on your existing web site. With the growing interest in DPOs, the number of online consultants has also grown. When hiring any sort of consultant, take time to research, check references, and ask questions. Avoid firms that promise “guaranteed results.” Your CPA or business development consultant should be able to help you choose a DPO adviser.

Here are a few questions to ask before enlisting outside help:

1, How many years has the consultant been in business?

2, May I speak with previous customers?

3, What personal education and experience do the principals have?

4, What experience does the consultant have in your specific industry?

5, What is the consultant’s success ratio?

6, What are the basic fees? additional ongoing fees?

Do not rely on the Internet to make the DPO for you. Recognize it for what it is – a very effective marketing tool, but one of many marketing tools available to your company. Be creative, and do not let the Internet box you in to thinking that it is the only way to a successful DPO. There are always new ways to reach potential investors, and one of your jobs as an entrepreneur is to find those ways.

DPO Advice

As it turns out, DPOs can be as work as an IPO, but with less money involved. The decision to make a DPO can seriously affect the future of your business, and it should be handled as carefully as any other major business move is handled.

Certain industries tend to be better suited to DPOs. These include businesses whose clients are major businesses themselves or whose customer base is broad but intimate enough to substantiate putting their money forth.

The most successful industries seem to be:

1, Beer and wine

2, Food and beverage

3, Environmental agencies

4, Mail-order retailers

5, Clothing retailers

6, Restaurants that know their clientele very well

The DPO Project Manager

The CEO or founder of the business is not always the best person to head up the DPO. They are usually too busy dealing with the day-to-day operations of the business to give it their full attention.

Assigning the task to a specific, capable person already on the payroll is common, as is hiring someone new specifically for the task or outsourcing the job to a firm that specializes in handling DPOs for small companies. Whoever takes on the job, it should be the only thing they are expected to handle. They are technically taking on a job normally done by four or five people during a standard IPO filling.

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