Mike Blankenship

Understanding Disclosure Obligations in Securities Offerings This episode explores the essential disclosure obligations companies must adhere to when conducting securities offerings. It emphasizes the importance of transparency and the inclusion of all material information that can influence investors' decisions. The discussion covers the critical components of a prospectus, including offering price, financials, management, and risk factors, as well as ongoing disclosure requirements for publi...

Understanding Legal and Regulatory Requirements for Conducting a CMPO This episode delves into the legal and regulatory requirements necessary for a company to execute a Confidentially Marketed Public Offering (CMPO). Key topics covered include self-registration, SEC filing, securities tax compliance, FINRA oversight, underwriting compensation, and confidentiality rules under Regulation Fair Disclosure (REG FD). The discussion emphasizes the importance of pre-planning and ensuring all regulato...

Understanding Shelf Registrations: Benefits and Flexibility for Companies This episode explains what a shelf registration is and how it benefits companies conducting securities offerings. The script details how shelf registrations allow companies to register securities in advance and sell them over three years, providing flexibility and efficiency in raising capital. It highlights the cost savings, reduced legal and administrative expenses, and strategic timing advantages for issuers. Discla...

Understanding Different Types of Security Offerings In this episode, we dive into the various types of security offerings available for companies looking to raise capital and go public. Starting with the initial public offering (IPO) and transitioning to follow-on public offerings, we cover registered direct offerings, confidentially marketed public offerings, private placements (PIPES), rights offerings for existing shareholders, and debt offerings such as bonds and notes. Learn about the dis...

Understanding Confidentially Marketed Public Offerings (CMPO): Advantages and Disadvantages In this episode, we explore what a CMPO (confidentially marketed public offering) is, along with its pros and cons. A CMPO offers a blend of public and private securities offerings while maintaining discretion before public filing. Key advantages include confidentiality, reduced market speculation and price volatility, faster execution leveraging pre-existing shelf registration, and targeted marketing t...

Understanding the Stages and Challenges of Raising Capital This episode explores the different levels of raising capital, starting with friends and family or personal capital, followed by seed money, series A and B offerings, and culminating in exits like M&A, IPOs, SPACs, or direct listings. It also highlights common pitfalls in raising capital, such as overestimating valuations and the importance of aligning fundraising strategies with the business's current phase and value proposition. Dis...

Navigating Capital Raising for Public Companies: CMPO, PIPE, and ATM Offerings Explained In this episode, the complexities of capital raising for public companies are unraveled as various offerings, such as CMPO, PIPE, and ATM, are compared and contrasted. The discussion dives into the nuances and implications of each method, including confidential marketing processes, investor engagement, and market impact. Additionally, insights are shared on the day-to-day responsibilities of a corporate a...

Understanding SPACs: A Quick Overview In this episode, Mike delves into the concept of Special Purpose Acquisition Companies (SPACs). He explains that a SPAC is formed to enter into a business combination with a private entity to take it public. SPACs are listed on NASDAQ or NYSE, and the funds raised are placed in trust, with additional at-risk capital used to pay underwriter fees during the IPO. The process is faster than traditional IPOs, but the subsequent de-SPAC process can take around 4...

Understanding the Role or Investment Banks and Underwriters in Security Offerings This episode explains the essential role of underwriters, typically investment banks functioning as broker-dealers, in security offerings. It details how underwriters structure deals, decide on pricing, timing, and security type, manage risks via firm commitment or best efforts underwriting, and leverage networks to market securities to institutional or retail investors. Additionally, it clarifies their earnings ...

Understanding SEC Regulatory Requirements for New Securities This episode delves into the regulatory requirements for registering a new security with the Securities and Exchange Commission (SEC). It covers the necessity for public companies to register under the Securities Act of 1933 unless an exemption applies, such as Regulation D for private placements. The discussion includes key aspects such as filing a registration statement, the review process by the SEC to ensure compliance, the detai...

Navigating Corporate Law: A Day in the Life of a Corporate Attorney In this episode, Mike, a corporate attorney, shares his 'elevator pitch' and provides insight into his daily responsibilities. He describes his work with companies raising private or public capital, handling mergers and acquisitions, and dealing with a variety of business transactions. Mike's day is filled with phone calls, reviewing documents like prospectuses and registration statements, and coordinating with the SEC and FIN...