Spencer Edwards underwrites, manages and syndicates proprietary equity investments, both public and private, in emerging to mid-cap public companies. These engagements may range in size from $500,000 to $100,000,000 and are structured with the goal of aligning the long-term interests of the Company with Spencer Edwards.
Our brokerage group has participated in more than one hundred Initial Public Offerings (“IPO”) and an even greater number of Private Placements. We have particular expertise in syndication, regulatory issues, deal structuring, and public market access.
Our selection process, whether for public or private underwriting, focuses on companies with whom we can build long term relationships with strong management teams that exhibit superior sector expertise and dynamic potential. Additionally, a company should exhibit the following characteristics:
- A pragmatic and credible business model that can deliver attractive financial performance.
- A leading edge or breakthrough technology.
- Products or ideas that address robust markets with significant growth potential.
We are positioned to assist small cap businesses in securing appropriate financing for a variety of needs. Whether you own an emerging growth company or a later stage company with an acquisition opportunity, we can help.
After assessing our client’s needs, we apply careful analysis and extensive knowledge of capital sources to achieve the most reasonable cost of financing with maximum future operating and financial flexibility. When identifying capital sources, we consider financial institutions, private equity groups and strategic partners. We seek a clear view of market dynamics, which enables us to identify the best sources of capital for your needs. We’ll be with you through the entire process: the initial strategy discussions; determining the optimal capital structure; developing an offering document that best represents your capital funding requirements; assisting in the negotiation of terms and structure; and closing the transaction.
One possible source of funding is an IPO. An IPO is a first sale of shares of publicly tradable stock that has been registered with the United States Securities and Exchange Commission (“SEC”) in a company that has previously been owned privately. An IPO is also sometimes known as “going public.” IPOs are generally managed by Investment Banking firms that specialize in handling IPOs and have experience in determining market valuation.
Another source of funding may be a private placement of securities. Many companies find the sale of equity or corporate debt to one or a limited group of investors an attractive alternative to the public markets. Private equity and debt financing can be an expeditious and cost-effective way to obtain capital for growth or acquisition, or to provide a short- or long-term solution to fund operations.
Our professionals have extensive knowledge of current market pricing and structural criteria and have developed relationships with numerous private equity firms, mezzanine funds, venture investment entities, and other institutional lenders and investors.
Our services include:
- Evaluating alternative capital sources
- Reviewing and advising as to offering documents
- Identifying and contacting prospective investors
- Analyzing pricing, underwriting criteria and structural issues
- Supervising due diligence
- Negotiating and closing a transaction
Entrepreneurs, in a rush to develop their product and bring it to market, often fail to completely understand the value of their own firm or the process of the funding. An excessive valuation will discourage potential investors thus precluding the company from consideration. An underestimated valuation increases ownership dilution and reduces the ability of the current principals to maintain control. Thus, balanced independent banker counsel is important at this stage.
Our process includes the following steps:
- Assisting the company in the preparation of its full strategic and operating plan.
- Establishing the company’s value proposition.
- Valuing the company according to its growth, market, and financial characteristics.
- Analyzing financing alternatives including strategic corporate partnerships, equity, debt, convertible structures, and bank financing.
- Managing the process of the transaction from sourcing the funding through negotiations and closing.