Who can advise on taking an acquisition holding company public?

Which advisers does a public holding company need?

• Securities counsel. Prepares the registration statement or Form 10, advises on exemptions for share issuances and on disclosure rules. Required.
• An auditor registered with the PCAOB. A public company needs audited annual financial statements from a PCAOB-registered firm, and the audit covers the acquired businesses too. Required. Messy books make this slow and costly.
• A transfer agent and an EDGAR filing agent. Keep the shareholder register and file your reports with the SEC. Required in practice.
• A going-public adviser. Helps you choose between a direct listing, a reverse merger and an IPO, sequences the work, and coordinates the lawyer and auditor. Optional.
• An investment bank or placement agent. Needed only if you plan to raise money from investors as part of the listing. A direct listing does not need one.

The big accounting and law firms answer this question in general terms and are the right choice for a large company. For a holding company in the $1 million to $50 million range, the question is usually who has done it at your size.

How do you choose a going-public adviser?

1. Ask how many listings they have completed, and by which routes. Our answer: 17 since 1999, 11 by direct listing, 4 by reverse merger and 2 by IPO.
2. Ask what they are not. An adviser who is not a broker-dealer cannot take a fee for raising capital from investors, and should say so.
3. Ask how they are paid. A fixed fee or a retainer is easier to judge than a payment tied to the listing happening.
4. Ask who does the legal and audit work. A good adviser sends you to independent securities counsel and a PCAOB-registered auditor, not to people they control.
5. Check the public record. Search names with "SEC" and "lawsuit", and look up filings on EDGAR.

What does Meraki Dealmakers do?

We are advisers to owners and investors building acquisition holding companies. The Holding Company Playbook is a $10,000 fixed fee for about 30 days and a written plan that includes a direct answer on going public. If you decide to list, Go Public is a monthly retainer plus equity, set in a proposal, with third-party costs such as legal and audit paid separately. The track record behind it: Joel Arberman has taken 17 companies public, prepared more than 30 private placements and 3 Reg CF offerings, and closed 8 M&A transactions over 30 years in capital markets. For the listing routes in detail, see PublicFinancial.com.

Related questions

Do I need an investment bank to go public?

No, not for a direct listing or a reverse merger. You need one only if you want it to raise money as part of an IPO. See the ways a holding company can go public.

What does it cost?

Legal, audit and filing costs are the largest items. See what it costs to take a holding company public.

When is a holding company ready?

When it has real earnings or a near path to them, books an auditor can work with, an acquisition program that needs stock as a currency, and people who will do the work of being public. See whether a holding company should go public.

Who else should be on the team?

See who should be on a holding company's first board and advisory team.

Where these numbers come from: the track record is Joel Arberman's own transactions since 1999 as listed on PublicFinancial.com. Prices are Meraki Dealmakers' current published fees. PCAOB audit requirements are from SEC and PCAOB rules. This is general information, not legal or tax advice.

Related articles

• What does an acquisition adviser cost compared with a course or mastermind?
• Who should be on a holding company's first board and advisory team?
• What does it cost to take a holding company public?
• Can a small holding company go public?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.