THE USF PROCESS
Based on our years of successfully helping companies to go public and raise investment capital, we have a clear route to ensuring our clients arrive as public companies with the minimum stress. Therefore, we and our legal advisers will undertake the following:
- Firstly we form a new corporation in the US, this will become the holding company for the operating entity or entities ( the " Company " ).
- We undertake a vauation of the Company and determine a capital structure for Holdco along with estimated initial range of market prices for Holdco' s stock once it starts trading publicly.
- We arrange an exchange of 100% of the shares in the Company for 100% of the shares in Holdco. At this point, the owners of the Company are now the owners of Holdco and the Company is a wholly owned subsidiary of Holdco. Nothing changes with the Company: all its operations, relationships, contracts, bank accounts, etc remain the same. All operations in the Company will continue as normal.
- We register a block of Holdco' s shares of common stock with the SEC, so that these shares can be legally traded on a public exchange. If your principle place of business is outside the US then a separate filing will be necessary, with audited financial statements.
- We engage a market-making firm to list Holdco shares, typically this will be on the Nasdaq OTCBB market. A trading symbol will be secured and filings made with the appropriate information with the NASD and FINRA ( Financial Industry Regulatory Authority ) for approval to trade the shares.
- We engage one or more investor / public relations firms to promote the new publicly trading stock to new investors and to thousands of stock brokers who will encourage their clients to buy Holdco' s stock on the public exchange. This is a critical aspect for any public company.
- Without good marketing of Holdco' s stock there will be little awareness of the Company and the value of the investment in the stock could lead to a very low volume in the stock trading and a thereby a loss of liquidity.
We will assist Holdco for an initial 3 to 12 months to raise the necessary additional funding. All of the money raised will be transfered by Holdco to the Company in the foreign country for use in the operations of the business and the growth of the enterprise.The total amount raised will be based on the needs of the Company, its capital structure and its market value. Typically, the offering price for the new shares are at a modest discount to the anticipated opening price for the stock once trading begins.
AS PART OF THE SERVICES, WE ARRANGE FOR THE FOLLOWING TO MAKE A COMPLETE " GO PUBLIC " PACKAGE:
USF legal advisers will:
- Form all entities and complete all documents.
- Secure the services of a quality public/investor relations firm or firms. To assist our client companies we will ensure that these firms are paid in shares of Holdco stock and not cash. This will be a significant expense and one that is best paid in shares of stock to preserve working capital for operations. The contract will be for one year of services, with all shares for these services held in escrow and paid on a monthly basis.
- Secure a transfer agent.
- Obtain a CUSIP number for the new shares.
- Perform all legal and corporate work for business combination, SEC filings, State Filings.
- Draft and file all documents for filing with the SEC and various states and see the process through to completion. including amending and supplementing filings.
- Deliver, where necessary, legal opinions.
- Co-ordinate with auditors.
- Secure services of one or more market makers.
- Secure Blue Sky exemption in appropriate states, both for offering of shares for sale and for the purchase on a secondary market.
- Secure filing with Electronic Financial publications like Moody' s or S&P for State " Manual Exemption " to permit public market resales in approximately 40 States.
- Provide one year of SEC legal counsel.
LEGAL FEES.
These will be based on the size and requirements of the filings for the Company, but will minimally be $30,000 and a small percentage of the stock in Holdco, this will cover expenses for state filing fees, transfer agent fees, listing fees, preparation of marketing materials for the PR firm, etc. All shares will be freely tradable.
US-Float insists on instructing the appropriately qualified and experienced securities and corporate law firms within the USF network. All our legal advisers are rated at " AV " by Martindale Hubbell, the highest rating available to any firm. |
