Reverse Mergers – When Private Companies Want to Go Public Quickly

Many people have never heard the term “reverse mergers” before. However, if you are in the corporate or finance world, you surely have because these events are a big deal. What are they? In essence, reverse mergers are what happens when a company that is privately held wants to go public quickly, without having to go through all of the hurdles in which to do so. What happens is that the privately held company acquires or takes over a publicly held company. This process usually means that changes have to be made at the publicly held company, such as reorganization – which is rarely ever good for the current employees of the acquired company.

When reverse mergers happen, the newly acquired publicly held company is called a shell. The reason it is called a shell is because nothing but the barebones of that company continues to exist. Everything that was once “inside” the original company either no longer exists or has changed so drastically that it is no longer recognizable as that acquired company. This shell company is then merged into the private company and the shareholders of that company have control over its stock on the stock market.

As previously mentioned, reverse mergers happen so that a privately held company can become public without having to go through all of the hurdles in which to do so. This is a way for the company to go public quicker – as long as the acquired company is already registered with the SEC to be traded on the stock market. Even so, the privately held company still must submit some documentation pertaining to their financial matters to the SEC immediately after the reverse merger is completed. This is so that, even with the privately held company not having to go through the extensive interviews with the SEC, they are still being held accountable for their business dealings.

There are some benefits to reverse mergers, like being able to have higher priced stock on the exchange. There are also, however, some pitfalls to reverse mergers. For instance, the company that is being acquired is going to have a history of some sort. This history could be good or it could be bad. Either way, you will have to take the bad with the good and work through it. There is also the threat of it coming with some shareholders who are angry about the merger. If this is the case, the acquiring company needs to do whatever it can to placate these shareholders to prevent them from selling out their stock as quickly as possible. That is really the only way that the merger can be a successful one for both companies involved.

Reverse Mergers – Quick and Convenient

The process of becoming a company – especially a publicly traded one – can be lengthy and laborious.  While plenty of organizations go through the traditional method of making an initial public offering, many more seize on the benefits provided by reverse mergers.  It’s a quicker method that allows a company to go public while dodging a large amount of the red tape normally associated with the process, and usually for a bit less of an investment in time and money.  It has plenty of benefits and a few drawbacks but for many companies reverse mergers simply make more sense and are the better way to go public.

Speed is a major benefit of reverse mergers.  A traditional initial public offering can take more than a year to complete.  And over the course of that year, much can change.  Market conditions can dwindle, the company itself could lose traction or value, and much more.  A reverse merger takes as little as thirty days to complete, ensuring that there will be few changes in the company or in the overall landscape of the market unless major events unfold.  This speedy transition and avoidance of variables is perhaps the main reason that so many companies go public through this method.

The actual process of reverse mergers is usually cheaper on the whole as well, and there’s less overall stock dilution than there would be in a traditional IPO.  And since the process of raising capital and going public are separate from each other, there’s less money that actually needs to be raised and in many instances no additional money will be needed beyond the basic costs of completing the actual merger.  On the flipside of that, however, a company won’t receive the same large influx of cash that an IPO could bring to the table.

Reverse mergers are basically completed when a company that is private overtakes a public shell company.  These shell companies usually have little or no business operations and exist solely for business moves such as this.  The publicly traded company will, in effect, become the private one and its stocks will be linked to the once-private company.  Plenty of companies can assist in the process, and once you get the ball rolling it takes very little effort or time to complete the merger.  If you’re thinking of going public but the hassles associated with an IPO aren’t that appealing, taking a closer look at reverse mergers may be a good idea.