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Triumph Capital Group presents “GOING PUBLIC IN AMERICA”

Triumph Capital Group presents “GOING PUBLIC IN AMERICA”. The U.S. stock market continues to be the largest, most stable and most prestigious in the world. For Korean businesses to grow, entering the American stock market is the next logical and strategic step.

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Triumph Capital Group presents “GOING PUBLIC IN AMERICA”

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  1. Triumph Capital Grouppresents“GOING PUBLIC IN AMERICA” The U.S. stock market continues to be the largest, most stable and most prestigious in the world. For Korean businesses to grow, entering the American stock market is the next logical and strategic step. Korean Investors and Traders Association of Southern California November 9, 2007

  2. Introduction BENEFITS OF GOING PUBLIC IN AMERICA • Increase the wealth of current owners • Increase the valuation of your company • Raise capital to finance your company’s growth • Use stock to purchase other companies or assets • Raise the prestige of your company and its owners

  3. Triumph Capital Group Triumph Capital Group (TCG) was formed to help U.S. and Korean companies go public in America. TCG specializes in a unique process called the Court Approved Offering (CAO). • The CAO is the most economical way for Korean companies to go public in America. • The CAO offers better ways to raise capital than other methods of going public. • The CAO also offers many advantages over other methods of becoming a U.S. public company.

  4. Directors FLINT A. NELSON • Consultant on business acquisitions. • Managed successful sports and hospitality companies. • Managed $800-million engineering and construction program for three San Francisco Mayors. • Senior positions in U.S. Congress and President Carter administration. • Educated at Yale University with Masters Degree from Harvard University. • President of the San Diego Harvard Club and Secretary of the San Diego Yale Club.

  5. Directors – Cont’d DANIEL C. MASTERS • Pioneer and leading practitioner of CAO’s in America today. • Taken more than 40 foreign and U.S. companies public in America since 1985. • Investment banker and venture capitalist for over 25 years, managing two venture capital companies. • Chairman and CEO of a NASD firm with over 150 registered representatives in 6 states. • Chairman, Pacific Rim Venture Capital Conference. • Educated at Harvard University and Thomas Jefferson School of Law, now an Adjunct Professor of Law.

  6. CAO Benefits FEATURERTO & IPOCAO Fee Ownership Dilution Regulatory Approvals RTO: $ 500,000 IPO : $ 1,000,000 + RTO: 5% - 20% IPO: 20% - 50% Complex & Lengthy $100,000 6% - 8% None

  7. CAO Benefits – Cont’d RTO & IPO Delayed For Several Months Not Guaranteed Delayed Liquidity For PIPE Investors CAO Immediate Guaranteed Immediate Liquidity For PIPE Investors FEATURE Free Trading Shares To Raise Capital Clean Shells PIPE Financing

  8. CAO Description • Unique combination of securities and corporate reorganization laws. • Takes companies public through the U.S. Court system. • Similar to an RTO in that a company goes public by merging with a corporate shell company. The shell’s shareholders and creditors receive stock shares in the new company. • Using the Court guarantees a clean corporate shell, eliminating the risk of hidden liabilities.

  9. CAO Description - Cont’d • Using the Court creates many advantages compared to IPO’s and RTO’s. • A U.S. Judge approves the entire transaction as fair and reasonable, protection no other method offers. • Approval by the Judge substitutes for all U.S. regulatory approvals, which reduces expenses and shortens time. • If desired, the Judge also issues orders for stock warrants so investors can put funds into your company and receive free trading stock shares.

  10. CAO Requirements TCG requires clients to meet the minimum requirements for listing on the AMEX or NASDAQ exchanges. •$1,000,000 in Net Profits for the past 2 years OR $5,000,000 in Net Tangible Assets. TGC recommends $2,000,000 in net profits. •Clean audits by a reputable SEC-approved accounting firm accounting firm for the past 2 years. •Capitalized at a value that supports initial share prices of $3.00 (AMEX) or $4.00 (NASDAQ), and generate at least 1,000,000 shares in the public float.

  11. CAO Track Record The first CAO transaction was completed in 2004. The CAO process has not been widely used for 3 reasons: • CAO’s require an attorney with specialized expertise in both securities law and corporate reorganization law – very rare. • Investment bankers and securities brokers prefer IPO’s and RTO’s because they generate much higher fees than CAO’s.

  12. CAO Track Record - Cont’d Mr. Masters has received Court approval for each CAO he has undertaken, beginning in 2004 when he pioneered the process. Company China Broadband, Inc. Infinicall, Inc. Trans Sciences Corp. Lee Fine Art Studios, Inc. Composite Solutions, Inc.

  13. CAO Cost • TCG fee is $100,000 US and includes locating a suitable shell company, legal fees, court costs, printing, mailing, trustee fees and various other costs. • Client company pays any taxes owed by the shell (no more than $50,000). • TCG receives stock shares (and stock warrants when appropriate) as additional compensation. TGC shares are driven by the initial market value of the client company and will not exceed 6% of the total shares created.

  14. Other Costs After CAO completion, your company will have the same requirements and expenses as other public companies. •Initial AMEX or NASDAQ exchange listing fee of $50,000 - $70,000 (annual renewal fees are lower). •Accounting and audit fees for SEC-approved accounting firm. Many foreign accounting firms have relationships with SEC-approved firms. •Legal fees for SEC filings. •Investor Relations/Public Relations (IR/PR) fees to market your company, promoting active stock trading and supporting the stock at its highest price.

  15. PIPE Financing To Raise Capital PIPE financing offers an excellent way to raise capital while taking a company public. TCG can arrange PIPE financing using our association with U.S. institutional investors. Compared to typical RTO-PIPE transactions, our CAO-PIPE transaction is faster and provides better liquidity to PIPE investors. * PIPE(Private Investment in Public Equity)

  16. PIPE Financing – Cont’d RTO - PIPE Transaction •In RTO-PIPE combination, a private placement agent charges a fee to gather Subscription Agreements from investors. • The RTO merger and PIPE financing take place simultaneously, and the company receives its new capital on the same day it goes public. •The PIPE investors receive Unregistered Restricted Shares in return for their investment. • Only a small percentage of PIPE investor shares can be registered and sold each year. Many years to sell all shares.

  17. PIPE Financing - Cont’d CAO - PIPE Transaction • In a CAO-PIPE combination, a brokerage firm or placement agent will place warrants with investors. • Warrants may be exercised simultaneously with the merger, and your company receives its new capital the same day it goes public. • The PIPE investors receive free trading shares immediately.

  18. CAO Schedule

  19. CAO Schedule - Cont’d

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