Reverse Mergers: Taking a Company Public Without an IPO

Berkshire Hathaway, Turner Broadcasting System, Texas Instruments, Tandy Corporation, Occidental Petroleum, Muriel Siebert & Co., Blockbuster Entertainment, and the New York Stock Exchange all went public without doing initial public offerings. The did so by means of the reverse merger–a method by which a private company buys a majority stake in a public one and thereby becomes public itself.

Reverse Mergers are far more versatile than IPOs. A great number of companies in a wide variety of situtations can use the technique successfully. Reverse mergers are particularly advantageous to smaller companies, many of which are cut out of the IPO market because they do not reach the restrictive criteria set by investment banks.

Written for private company CEOs, CFOs, and the investment bankers, lawyers, and accountants who advise them, this book is the first to explain how reverse mergers work, from both a business and legal perspective. Topics covered include: the pros and cons of going public, deal structures and mechanics, financing, winning market support, best (and worst) practices, due diligence, the regulatory regime, working with companies outside the United States (especially in China), specified purpose acquisition companies (SPACs), and Form 10-SB shells. Anyone interested in the capital markets will want to understand this valuable technique.