Latham & Watkins, the law firm, and Georgeson, the proxy solicitor, have teamed up again to recap the significant events of the 2013 proxy season. I have attended previous webinars and the content has been very useful.
Corporate Governance Webcasts: A Complimentary Series2013 Proxy Season:
Lessons Learned and Coming Attractions
Tuesday, June 18, 201310:00 a.m. Pacific | Noon Central | 1:00 p.m. EasternProgramIn this final 60-minute program in the 2013 Proxy Season Series, Latham & Watkins and Georgeson join together again to review the 2013 proxy season, including the ins and outs of Say on Pay, the score card for activist investors, coming Dodd-Frank developments and the prospects for executive compensation and corporate governance for the balance of 2013.
RegistrationClick here to register online.
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QuestionsFor more information and questions about this event, please contact Michele Bravo at email@example.com or +1.213.892.3054. Latham & Watkins is a full-service international law firm with more than 2,000 attorneys in 31 offices located in 14 countries. Consistently ranked among the world’s premier business law firms with internationally recognized practices in a wide spectrum of transactional, litigation, corporate and regulatory areas, the firm earns praise worldwide for work on high-profile and groundbreaking matters. Latham’s interdisciplinary Benefits & Compensation and Public Company Representation Practice Groups provide exceptional counsel to companies, Boards of Directors and Compensation Committees worldwide. Our significant experience and expertise regarding corporate governance matters and the many tax, corporate, securities and labor laws and regulations that govern benefits and compensation matters, and our global interdisciplinary teamwork enable us to offer focused, comprehensive and practical advice on corporate governance and compensation plan design and compliance matters in a number of the world’s leading jurisdictions, including the US. Latham is one of the few law firms capable of working seamlessly across geographic and practice boundaries to deliver top quality representation worldwide. For more information, visit us on our website at www.lw.com.Georgeson is the world’s leading provider of strategic proxy and corporate governance advisory services to corporations and shareholder groups working to influence corporate strategy. For over half a century, Georgeson has specialized in complex solicitations such as hostile and friendly acquisitions, proxy contests and takeover defenses. The firm also provides issuers with expertise in corporate events solutions such as post-merger unexchanged holder programs and information agent services. For more information, visit www.georgeson.com.
By Dennis McCarthy – (213) 222-8260 – firstname.lastname@example.org -
The law firm, Latham & Watkins, has been a great source for valuable webinars. Recently, I highlighted one on preparing for the 2013 proxy season (link). This time, however, Latham produced a useful print article on venture loans.
A venture loan is a niche loan used by private companies, often venture-backed, to get capital which is less expensive than equity.
In the article, the authors provide a list of deal terms and valuable commentary as to what is most common, in their experience.
I was surprised to learn about a “change in management default”, apparently a frequent term. But the article covers many issues including typical loan maturities, covenants, collateral, prepayment provisions, etc.
Again, thanks to Latham & Watkins for continuing to provide helpful materials on the capital markets.
As always, please contact me to help your company to complete any capital market project.
Raising equity capital for smallcap companies, defined as companies with market values $2 billion or under, has gotten easier because of techniques like shelf registrations which permit overnight offerings and ATMs or at the market dribble out financings.
However, raising capital for the microcap end of the public market, defined as companies with market values of $100 million or less, hasn’t gotten much easier, in my opinion.
It could be several factors, fewer microcap investors, generally lower liquidity or other causes.
This is a problem because many microcap companies need capital to grow. If capital is too expensive or not readily available, it stifles their growth.
Therefore, when my firm helps microcap companies to raise equity, we often include less conventional sources of capital in the mix.
In addition to the hedge funds which have been the main source of capital for microcaps, we often approach three additional sources:
(i) strategic investors,
(ii) private equity crossover funds and
(iii) wealthy individual investors.
These sources may not be as speedy but they may offer better terms.
First, strategic investors. Many large companies have lots of cheap capital available but need growth. This has opened the door for microcap companies to obtain capital from strategic investors.
What strategic investors want from the investment will vary, maybe it’s a co-marketing arrangement or a technology license, but they typically don’t want to consolidate the microcap’s performance in their financials.
The key point here is that the strategic investor is expecting to get a return in ways other than those of traditional financial investors. This creates some interesting opportunities. For example, I’ve seen several recent strategic investments made at a significant premium to market.
The second group of investors are called private equity crossover funds. Because the competition among private equity groups is so intense, some private equity funds have taken to making investments in public companies.
It’s important to distinguish these private equity crossover funds from classic hedge funds. These crossover funds look at different metrics. They look at IP position, capital efficiency and size of addressable market, and less at current profitability and liquidity.
Private equity crossover funds take a longer term view more in sync with corporate management.
The third group is wealthy individual investors. These are the ones who survived the Great Depression with capital so they’re savvy investors, survivors.
They seem to come in two types, passive or active.
The passive investors know they don’t have time to closely monitor their investment so they may appoint or hire someone to help them. In a recent example, individual investors selected a representative to review documents and serve as their eyes and ears.
The other type of individual investor, the active investor, may serve as a board member and company mentor. The active investor’s perspective is that he provides capital and advice, combined.
I suppose I should mention that we may see a return of the old style passive individual investor, investing very small amounts of capital in higher risk situations. The recent crowd-funding legislation may spark the return of that style where an individual investor’s stake is so small in relation to his net worth that the complete loss is not too painful. We’ll see how the new rules are drawn and what develops here.
In summary, we think it pays to include these less conventional capital sources to get your capital on the best terms.
Please contact me to help your company raise equity or debt or complete an M&A project.
“Preaching to the choir”. In this case, the choir is me. It seems that every commercial banker I meet, tells me to advise my clients, or anyone who’ll listen, to lock in today’s low interest rates.
When I ask, “what’s the risk?”, I get a lecture that we’re in an interest rate bubble and that despite the Fed’s announcement about the Fed Funds rate, business loan rates will likely rise, especially after the election.
When I confess that I not only believe them but share their concern, I ask “what should a company do to lock in these low rates?”
Since most companies have floating rate business loans, the bankers’ most common recommendation is to enter into a swap arrangement to fix the rate.
The cost of the swap, especially after tax, is considered very low cost insurance relative to the risk of a rise in interest rates.
A swap is not the only way, however. Some bankers recommended fixed rate term loans or even public bond issues if the financing is large enough.
One of my clients raised its first high yield bond last week so I’m doing my best to help companies to reduce interest rate risk. My banker friends would be pleased that their preaching paid off.
I can help your company to lock in low current interest rates. Please contact me. Thank you.
On Youtube, next to my posts about interest rate risk such as “Behind the Headlines on Interest Rates” were a series of videos which visually chronicle the history of US Treasury interest rates along the maturity curve for the last 50 years with commentary by Dr. Donald R. van Deventer, founder of Kamakura Corporation. Displayed above is one of the videos entitled, “50 Years of Forward Rate Movements”.
In a great example of a picture is worth a thousand words, or in this case, 12,300 days of data, one can quickly sense (i) historical levels of benchmark US Treasury interest rates, (ii) the variations from the expected or classical term rate structure (which is more common than one would think), and (iii) the amazing volatility in benchmark US Treasury rates.
As my post “Behind the Headlines on Interest Rates” explains, there’s more to what a company pays in interest rates than just the benchmark US Treasury rates but this reveals the variability in those benchmarks themselves.
My post announcing the planned launch of DirectMarkets, Rodman & Renshaw’s new automated system which permits companies to sell their stock directly to investors, prompted lots of questions.
At the moment, the best I can do is to give you the press release (copied below) on DirectMarkets’ website (www.directmkts.com).
My reaction upon reading the planned scope of activities is that DirectMarkets is clearly ambitious and, if successful, would transform Wall Street. In fact, its’ aim seems to be to dis-intermediate Wall Street.
For example, DirectMarkets would offer investors access to company information, both standard stuff like SEC filings and company presentations as well as “interactive” access to company executives. Will DirectMarkets obsolete roadshows and conferences?
DirectMarkets’ key function, however, enables investors to offer to buy primary shares directly from a company. Also, it appears that investors can buy shares from company executives and other shareholders who sign up to DirectMarkets. Share sales would be completed through the site using standardized documentation.
As I read the press release, two words came to mind, “transparency” and “orphans”.
It appears that DirectMarkets offers greater “transparency”. Is that good?
Today, investors and companies go to great lengths to avoid transparency. Just who’s a buyer or who’s a seller and at what price and how much do they have to sell or want to buy. These are closely guarded secrets.
Investors’ desire for secrecy seems to apply whether the underlying company is large or small. For smaller, less liquid companies, greater transparency may result in greater volatility. Is that good?
Second, if DirectMarkets is successful, the dis-intermediation of Wall Street may further orphan small and microcap companies.
Already, several developments have reduced Wall Street’s profit from small and microcap stocks. There’s simply not enough revenue potential to justify Wall Street’s cost to research and trade in many small or microcap stocks.
DirectMarkets may save companies some money in their new stock sales but may further “orphan” those same companies. Is that a good tradeoff?
Do small and microcap companies need Wall Street support to get attention from among the thousands of companies vying for investor attention.
Do small and microcap companies benefit from Wall Street’s research with its independent projections and from Wall Street’s salesmens’ constant reminders.
The answer to these questions may determine the adoption rate of DirectMarkets. I know we’ll all be watching to see how this plays out.
First-Ever 24/7 Automated Electronic Transaction Platform to Link Issuers with Investors for Primary Offerings of Securities by Existing Publicly-Traded Companies
— Kevin Lupowitz Recruited as CEO of DirectMarkets —
NEW YORK–(BUSINESS WIRE)– Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), via a new subsidiary, DirectMarkets, will unveil an automated state-of-the-art electronic transaction platform to directly link existing public company issuers and investors seeking to transact primary offerings of securities. DirectMarkets will bring unprecedented, cost-efficient access to the capital markets into the C-Suite of public companies and bypass certain traditional roles typically held by investment banks that presently control the transactional process. Both investors and issuers will benefit from 24/7 seamless access to DirectMarkets’ platform through a graphical user interface (GUI) accessible via a desktop or laptop computer, as well as any mobile smart devices such as tablets or smartphones. The official launch will take place at the TradeTech 2012 Conference in New York City that begins on March 6, 2012.
With its many features, the DirectMarkets platform will empower issuers to sell shares (covered by a shelf registration) directly into the secondary market and to complete funding transactions at a fraction of the current cost. Using the same platform, investors will be able to directly contact issuers, with effective shelf registrations in place, to indicate their interest in buying that issuer’s stock, effectively gaining the ability to accumulate stock positions in a more cost-effective manner than through on-going open market purchases.
Suitable for companies listed on NYSE, NYSE Amex and NASDAQ, as well as unlisted OTCBB companies, the DirectMarkets platform is designed to bring greater efficiency and cost savings to current methods that public companies use to effect financings, including follow-on offerings, Registered Directs (RDs,) At-the-Markets (ATMs), Confidentially Marketed Public Offerings (CMPOs) and Private Investments in Public Equities (PIPEs). Adaptation of the platform across international markets will also be pursued by DirectMarkets.
To lead DirectMarkets, Rodman has recruited Kevin Lupowitz as Chief Executive Officer of the DirectMarkets operating entity. Before joining DirectMarkets, Mr. Lupowitz, age 42, was the Chief Information Officer at FXall, a leading electronic foreign exchange platform. Previously, he was a founding employee of Liquidnet, the global institutional trading network, where he was also Chief Information Officer.
By providing added efficiencies that link issuers with purchasers of securities, while substantially reducing related fees and expenses because of the limited role of intermediaries, the DirectMarkets platform is positioned to be the catalyst for a major paradigm shift in the securities industry. As Edward Rubin, Chief Executive Officer of Rodman & Renshaw, explained: “DirectMarkets is an outgrowth of Rodman’s continual evolution and desire to lead, innovate and service the capital needs of both issuers and investors. We have always recognized the need to be swift in adapting to changes in financing approaches and marketplace requirements. DirectMarkets will be a game-changer and with Kevin Lupowitz’s talent and experience at the helm, this new electronic transaction platform is the catalyst that will redefine Rodman as an innovative technology company focusing on the financial services industry, while strengthening our legacy business.”
The DirectMarkets platform will complement Rodman’s various other business activities, including its market making, sales & trading, research, investment banking, and conferences. In assessing the multiple advantages, Mr. Lupowitz added, “I look forward to heading DirectMarkets. Rodman already has a solid foundation of thousands of potential issuers and investors. DirectMarkets will capitalize on those existing relationships to provide issuers with efficient access to market demands. We will have a unique competitive advantage as the platform gains traction and we begin the process of easing issuers and investors through the transition from manual transactions to our new automated platform.”
In conjunction with the launch of DirectMarkets, Rodman & Renshaw Capital Group, Inc. intends to change its name to Direct Markets Holdings Corp., subject to stockholder approval at its 2012 Annual Meeting of Stockholders scheduled to be held on May 4, 2012. Rodman’s sales & trading and investment banking operations will continue to be conducted by Rodman & Renshaw, LLC.
DirectMarkets Key Features
The DirectMarkets platform’s functionality will include:
24/7 seamless access to the DirectMarkets portal through a graphical user interface (GUI) utilizing a desktop or laptop computer, or any mobile smart device such as a tablet or smartphone. Providing Execution Management System (EMS) and Order Management System (OMS) integration for primary offering transactions.
Connectivity among public companies, institutional investors and sell-side firms to facilitate the purchase and sale of securities, typically off an issuer’s existing shelf registration. Matching secondary market demand (i.e., investor demand typically fulfilled through transactions effected on exchanges or alternative trading systems) with a new source of supply: primary offerings of securities by existing publicly traded companies (i.e., direct purchases from issuers) utilizing reverse inquiry processes. Enabling investors to express interest directly to an issuer in its securities, becoming a catalyst for a potential transaction.
Workflow management tools for complex financing transactions beyond the standardized offerings of common stock at an agreed-upon price. Automating and standardizing the closing process for capital markets transactions from engagement letter through document negotiation, allocation and settlement resulting in significantly reduced costs and transaction expenses for the issuer.
Seamless management of ATMs by issuers through the DirectMarkets portal, efficiently selling securities directly into trading markets, reducing costs and taking advantage of market trends and opportunities.
Ability for issuers to seamlessly manage and monitor open-market buy-back programs through the DirectMarkets portal.
Connectivity among holders of large blocks of an issuer’s securities and interested purchasers, enabling such purchasers to identify and contact such holders directly, and providing venture capital firms, private equity firms, chief executive officers and other senior executives with additional opportunities to monetize their holdings. Enabling executives to sell 144 restricted and control securities into a trading market in compliance with holding period, volume restriction and manner of sale regulations.
Providing an issuer-managed social networking platform where issuers can communicate directly with investors on a targeted or non-discretionary basis through interactive (e.g., blogs, twitters, virtual tours, etc.) and static content (e.g., press releases, regulatory filings, etc.), and providing investors with a centralized destination to access information across their target companies. Providing issuers with the functionality to conduct electronic non-deal road shows with qualified investors.
The DirectMarkets platform was developed by Rodman over the last several years, building on the expertise that it has obtained in completing more than 580 financing transactions for public companies since 2002. During the last decade, capital-raising options and alternatives for public companies have evolved from traditional follow-on offerings to RDs, ATMs and CMPOs. Through this evolution, the issuer has gained more influence over the capital-raising process by acting on shorter notice and reducing its exposure to market volatility during the life of a deal. The DirectMarkets platform is the next and logical evolutionary step in empowering the issuer and bringing access to the capital markets directly into the C-Suite of public companies through an electronic interface linking public company issuers with investors.
Patents have been filed and are being prosecuted in the United States and abroad with respect to proprietary components of the DirectMarkets platform including its trade matching system, interfaces and processes.
In recent years, disintermediation has fueled cost savings, introduced efficiencies, and sparked new business models both within the financial services community and across many other industries. Secondary trading of securities has been revolutionized through automation and technology applications resulting in significantly reduced costs, execution efficiency and disintermediation with market participants gaining direct access to counterparties. Companies such as Instinet, ITG and Liquidnet led the way with industry-changing applications and platforms. However, this disintermediation, and the resultant efficiencies, have largely bypassed the market for primary offerings of securities by existing publicly traded companies, where transactions are still predominantly handled manually, much as secondary trading transactions were in years past. DirectMarkets aims to bring the market for primary offerings of securities by existing publicly traded companies into the 21st century with automation, connectivity and disintermediation, resulting in increased efficiencies and significantly reduced costs.
DirectMarkets’ targeted market is currently suited for transformation. The market is large and highly fragmented. While Rodman is the leader in the PIPE and RD transaction markets, having been ranked the #1 Placement Agent in terms of the aggregate number of PIPE and RD financing transactions completed every year since 20051, our market share still only amounts to approximately 8.3% of transactions completed and represents only 4.6% of gross dollars raised through these offerings. The total PIPE and RD marketplace for U.S. public companies was approximately $27.8 billion in 2011. The complete market for primary offerings of securities by existing publicly traded companies includes PIPE, RD, CMPO, Follow-On and ATM transactions. Capital raised in this market totaled approximately $163 billion in 2011. Every U.S. public company that has in place or is eligible to file a shelf registration statement is a potential user of the DirectMarkets platform. Over the past five years, over 4,000 shelf registration statements have been filed by U.S. public companies.
Given the size of the market for primary offerings of securities by existing publicly traded companies and its fragmented state, Rodman is convinced that directly connecting issuers and investors through a low-cost, efficient and proprietary automated platform presents DirectMarkets with a very significant market opportunity.
Conference Call Information
In conjunction with this release, Rodman & Renshaw will hold a conference call on February 2, 2012 at 11:00 AM Eastern Time, hosted by Mr. Edward Rubin, Chief Executive Officer, Mr. Michael Vasinkevich, Vice Chairman, Mr. David Horin, Chief Financial Officer and Mr. Kevin Lupowitz, the Chief Executive Officer of our DirectMarkets subsidiary. Investors and analysts can participate in the conference call by dialing 1-877-407-9205 (United States) or 1-201-689-8054 (International).
The conference will be replayed in its entirety beginning at approximately 2:00 PM Eastern Time on February 2, 2012, through to 11:59 PM Eastern Time on February 8, 2012. To access the replay of this conference call, please dial 1-877-660-6853 (United States) or 1-201-612-7415 (International) and use Account # 286, Conference # 387096.
The conference call will also be simultaneously broadcast live over the Internet, as well as for replay, and can be accessed through the webcasts and presentations tab of the investor relations section of the Rodman & Renshaw Capital Group, Inc. website located at www.rodm.com. Please allow for some time following the completion of the conference call to access the archive of the Webcast. Allow for time prior to the conference call Webcast to visit the web site and download the streaming media software required to listen to the Internet broadcast.
About Rodman & Renshaw Capital Group, Inc.
Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) is a holding company with a number of direct and indirect subsidiaries, including Rodman & Renshaw, LLC.
Rodman & Renshaw, LLC is a full-service investment bank dedicated to providing corporate finance, strategic advisory and related services to public and private companies across multiple sectors and regions. The company also provides research and sales and trading services to institutional investors. Rodman is the leader in the PIPE (private investment in public equity) and RD (registered direct offering) transaction markets. According to Sagient Research Systems, Rodman has been ranked the #1 Placement Agent by deal volume of PIPE and RD financing transactions completed every year since 2005. For more information visit Rodman & Renshaw on the Internet at www.rodm.com.
This press release contains forward-looking statements regarding future events and financial performance including, but not limited to the timing and success of the roll-out of the DirectMarkets platform. In some cases, you can identify these statements by words such as “may,” “might,” “will,” “should,” “except,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of these terms and other comparable terminology. These statements involve a number of risks and uncertainties and are based on numerous assumptions involving judgments with respect to future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. There are or may be important factors that could cause our actual results to materially differ from our historical results or from any future results expressed or implied by such forward looking statements.
These factors include, but are not limited to, those discussed under the section entitled “Risk Factors” in our Annual Report on Form 10-K, filed March 15, 2011, which is available at the U.S. Securities and Exchange Commission website at www.sec.gov. The forward-looking statements in this press release are based upon management’s reasonable belief as of the date hereof. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
1 Source: Sagient Research Systems, a leading publisher of independent research for the financial services and institutional investment communities.
Rodman & Renshaw Capital Group, Inc.
Dave Horin, 212-356-0545
Chief Financial Officer
The big capital market news today is Rodman & Renshaw’s announcement of the planned launch of “DirectMarkets”, an automated means for companies to sell shares directly to investors.
Like any new capital market development, this announcement was met with some skepticism about its likely success in the marketplace.
Will it operate like a vending machine, available 24/7?
How much control will companies retain on timing and pricing of new issues?
Will listing a company’s shares effectively cap its price appreciation since any demand can be filled with primary shares? And what about the effect on liquidity?
One of my colleagues reminded me of another major capital market development, the dutch auction IPO, used with much fanfare on Google’s IPO five or six years ago. It’s interesting to note that the recent major IPOs, including Facebook’s planned IPO, use the traditional method, not the dutch auction IPO.
So, we will debate the future of DirectMarkets, but only time will tell.