julius csurgo creative capital ventures
TRANSCRIPT
CREATIVE CAPITAL VENTURES LTD.
(BVI)
To seek out private companies in North America, South America, Africa and Europe and bring them public in the US marketplace primarily via Reverse Merger and simultaneously making a capital investment in the company.
INVESTMENT STRATEGY
Next: Investment Strategy, Page 2
Raising capital for small and medium size enterprises (SME’s) in the current global economic climate is challenging. Sophisticated corporate investors in general and established investment institutions in particular, are insisting on hybrid structures (debt/equity) as a way to protect their investment capital, when the funding is private. Exceptions to this dynamic exist when the company being funded receives investor “bridge” equity with “piggy back” investor registration rights prior to filing for full listing status.However, to go the route of being a public company can be difficult for SME’s, especially if you take the traditional approach of an IPO (Initial Public Offering).
Next: Why Go Public?
THE ADVANTAGES
WHY GO PUBLIC
Next: Disadvantages of IPO
• Access to Capital – It is easier to raise money as a public company than a private company. Investors are more comfortable because there is sufficient informa8on available in public filings, the exit is faster, and the valua8on is likely higher.
• Liquidity – Owners are prior investors have a way to cash out over 8me. • Growth through acquisi7ons or strategic partnerships – A public company
can use its stock as currency for acquisi8ons, preserving needed cash for other uses.
• Stock Op7ons to incen7vize – Through ves8ng of op8ons, a longer-‐term commitment is encouraged from senior management and others.
DISADVANTAGES OF IPO
WHY GO PUBLIC
• IPOs cost are very high; • An IPO from start to finish can easily take a year or more; • The IPO “window” is generally considered to be either open or closed, and
is generally only available to companies with market value in excess of
roughly $300 million; • In an IPO, an underwriter can cancel a deal or drama8cally lower an
offering price at the last minute because of market condi8ons; • An underwriter oMen may suggest or even insist that the company raise
more money in the offering than the company reasonably needs, crea8ng greater dilu8on to owners.
THE ACCEPTED ALTERNATIVE TO AN IPO IS GOING PUBLIC VIA A REVERSE TAKEOVER (RTO) ALSO CALLED REVERSE MERGER.
In a merger, reverse or otherwise, two corpora8ons join together. One becomes the “surviving corpora8on”; the other becomes the “non-‐surviving corpora8on.” The surviving corpora8on swallows up the assets and liabili8es of the non-‐surviving corpora8on and the laOer simply ceases to exist, or may survive as a wholly-‐owned subsidiary of the new parent company.
Next: Structure
SHELL SHAREHOLDERS
SHELL COMPANY
OPCO SHAREHOLDERS
PRIVATE COMPANY (OPCO)
SHELL SHAREHOLDERS
SHELL COMPANY
OPCO SHAREHOLDERS
OPCO
RESULTS IN
• Some reverse mergers are structured as an exchange of shares or simple asset acquisitions. The transaction generally ends up as a tax-free reorganization under IRS regulations, and whether the deal is a merger, share exchange, or asset acquisition, the net result tax wise is typically the same. In general, the tax treatment of reverse mergers is very straightforward and in almost all cases, the parties avoid the payment of a tax as a result of the transaction;
• After the reverse merger closes, the company is now a fully reporting public company with the company’s shares traded on the OTC:QB. If the company meets the listing requirements of NASDAQ or another recognized exchange, it can apply to have its share capital traded on that market platform. The company will file quarterly and annual financial reports to keep the public aware of its business activities.
Next: Well Known Public Companies
THE FOLLOWING WELL KNOWN COMPANIES HAVE GONE PUBLIC THROUGH REVERSE MERGERS:
Texas Instruments Inc. Jamba Juice, Inc. Berkshire Hathaway, Inc. Tandy Corpora8on (Radio Shack Corpora8on) Occidental Petroleum Corpora8on Muriel Siebert & Co., Inc. Blockbuster Entertainment The New York Stock Exchange
Next: Advantages of Reverse Mergers
ADVANTAGES OF REVERSE MERGER
Next: Financing the Company
• Lower cost than IPO. A reverse merger usually costs significantly less than an IPO. Most reverse mergers can be completed for under $500,000, some have been done for around $200,000;
• Speedier process than IPO. Reverse mergers can close in 30 days or sooner whereas an IPO can take a year or longer;
• Not dependent on IPO market for success; • Not suscep8ble to changes from underwriters regarding ini8al
stock price; • Less 8me-‐consuming for Company Execu8ves; • Less Dilu8on; • Underwriter unnecessary;
FINANCING THE COMPANY
Next: Methods to Finance the Company After It Is Public
Most reverse mergers are undertaken in order to obtain financing for a growing company. Companies effec8ng reverse mergers usually can raise somewhere in the range of $3 Million to $50 Million, although in the case of the Crea8ve Capital Ventures Ltd. financing model we envisage a capital raise ceiling of $3 Million for each project.
METHODS TO FINANCE THE COMPANY AFTER IT IS PUBLIC
Next: Common Stock Pipes
• Common Stock PIPEs (Private Investment in Public Equity);
• Conver8ble Preferred Stock and Conver8ble Debt (Structured PIPE deals).
Next: Common Stock Pipes
(Private Investment in Public Equity)
COMMON STOCK PIPES
• This is the private placement of registered or unregistered shares of the company’s common stock to investors. These shares are generally placed at a discount to the prevailing bid price of the company’s stock;
• If the placement is of unregistered shares, the company will immediately file a registra8on statement to register the shares so that they are free trading and the investor can liquidate his posi8on.
Next: Convertible Preferred Stock and Convertible Debt
CONVERTIBLE PREFERRED STOCK AND CONVERTIBLE DEBT
Structured PIPE deals represent about 43% of all PIPE deals. Most investors choose to go the route of Conver8ble Preferred or Debt deals for several reasons. Some of the most significant reasons are as follows: • 144 holding period commences when you take ownership of the conver8ble
instrument, not when you convert shares into common stock; • This is important for transac8ons where no registra8on statement is being filed
and the investor is just wai8ng for the 6 month holding period to expire;
(Structured PIPE deals)
• During this period the investor may be earning interest on his investment; • 144 holding period commences when you take ownership of the conver8ble
instrument, not when you convert shares into common stock; • This is important for transac8ons where no registra8on statement is being filed
and the investor is just wai8ng for the 6 month holding period to expire; • During this period the investor may be earning interest on his investment; • In cases where the 144 holding period is coun8ng down, or an effec8ve
registra8on statement is outstanding, the investor can “Structure” his conversion terms;
• In most cases the Conver8ble Preferred or Debt instrument will probably have a floa8ng conversion level, subject to not conver8ng to more than 20% of the company’s equity in each converted transac8on (FINRA rules require shareholder approval for any one-‐8me issuance of common stock exceeding 20%
• In this case, the investment is protected because the investor will only convert when it is in his favor;
Next: Equity Line of Credit is the 3rd Method of Raising Capital
EQUITY LINE OF CREDIT IS THE 3RD METHOD OF RAISING CAPITAL
• As far as the Company is concerned, this is the most flexible method of raising capital because the company will draw down capital when and if needed from the investor who provides the equity line;
• There are limita8ons on all equity lines based on the company’s stock Volume Weighted Average Price (VWAP). Generally, a company can pull down 20% of the average weekly dollar trading volume and it is done so at a discount to the prevailing bid price;
Next: Developing Aftermarket Support And Liquidity
• In all cases, an Equity line is only drawn upon when a registra8on statement has registered the underlying stock in the equity line (some Hybrids allow for draw downs while the shares are not yet registered).
DEVELOPING AFTERMARKET SUPPORT AND LIQUIDITY
• AOen8on to the role of Investor Rela8ons (IR) in promo8ng and suppor8ng visibility and liquidity is part of an integrated approach to these financing alterna8ves;
• Without stock promo8on, these financing op8ons are dead in the water.
Next: Ways To Kick off a Successful IR
THERE ARE SEVERAL WAYS TO KICK OFF A SUCCESSFUL IR
• Promo7onal IR – Classic promo8onal techniques include arranging “dog and pony shows” to meet with large groups of retail brokers, to induce them and their customers to share the dream of the company’s future success;
• Issuing frequent powerful press releases, convincing friendly reporters to pen CEO profiles, holding press conferences, and commissioning “strong buy” research reports;
• Ins7tu7onal IR – Catering to “Sell Side” analysts;
• WEB IR Strategies – Since most investors trade and research on-‐ line, it is important to reach them on-‐line. Companies need the use of blogs, social networking, and targeted Web-‐based push marke8ng – to connect with the natural buyers of their shares;
• Influen7al financial Web Sites and electronic investor newsleOers can have an impact that is more drama8c than tradi8onal sell-‐side analyst reports.
Next: Creative Capital Ventures Strategy
STRATEGY EMPLOYED BY CREATIVE CAPITAL VENTURES LTD
The professionals at Crea8ve Capital Ventures Ltd. have many years of experience in the Interna8onal Investment Banking community in the area of deal development, deal structure, and execu8on. U8lizing this experience they will take the first step toward loca8ng viable private companies (“Target Company”) that can demonstrate long term growth poten8al and promise.
Once a target company is located and veOed (thorough due diligence), then Crea8ve Capital Ventures Ltd. will locate a viable U.S. or Interna8onal listed Public Company, or file an S1 registra8on statement from scratch. Parameters for selec8ng a viable Target Company: • Strong Management; • Developed Product or Product line; • No Pure Start-‐ups; • Marke8ng Plan in place; • Genera8ng some level of Revenue; • Growth Stage of Industry and future trends; • Limited Debt on company books – we do not raise capital to pay off debt.
• Crea8ve Capital Ventures Ltd. will provide the Target Company with the capital required to purchase the restricted stock of the public shell (US$350,000-‐$500,000) and the funds required to complete legal and accoun8ng (approximately $60,000 -‐ $80,000), or the funds required to file an S1 registra8on statement (approximately $40,000 -‐ $50,000). These funds will be loaned to the Target Company. Crea8ve Capital Ventures Ltd. will also buy as much of the free trading stock that is available in the Public Company for its own account;
• AMer the comple8on of this Reverse Merger the shareholders of the Target Company will own approximately 85% -‐90% of the Public Company which is now the Opera8ng Company (“OPCO”) and Crea8ve Capital Ventures Ltd. will own about 8%-‐9% of the public company in free trading shares.
CREATIVE CAPITAL VENTURES LTD.
Own 8% - 9% Shares outstanding in Free
trading stock
LEGACY SHAREHOLDERS
Own 1% - 2% Shares outstanding in Free
trading stock
OPCO SHAREHOLDERS
Own 85% - 90% Shares outstanding in
Restricted Shares
SHELL COMPANY
• Once the Public Company becomes the Opera8ng Company (“OPCO”) Crea7ve Capital Ventures Ltd. will finance the OPCO either through a Structured PIPE deal or Equity Line of Credit. Simultaneously, the funds loaned to the OPCO to complete the Reverse Merger will be converted into a Structured PIPE as well;
• Crea7ve Capital Ventures Ltd. will experience immediate liquidity with the free trading shares of OPCO it owns from the effort employed by the IR/Promo group we hired at the close of the Reverse Merger (Stock promo8on effort usually commences 1-‐2 months aMer close of RTO). It is probable that at this point in the investment we will have recovered our original loan and possibly a mul8ple of that loan.
• Shares underlying the Structured PIPE and/or the Equity Line will be sold upon effec8veness of Registra8on statement or 144 8me period lapses (6 months). The conversion level of the Structured PIPE deal is floa8ng so Crea7ve Capital Ventures Ltd.’ investment is always protected;
• Crea7ve Capital Ventures Ltd.’ goal is to achieve a minimum of 100%-‐150% return on capital in all its investments conducted under the framework discussed herein. This is achievable as a result of the 8ghtly held free float of each RTO completed by Crea7ve Capital Ventures Ltd.
Next: Investing in Creative Capital Ventures Ltd.
INVESTING IN CREATIVE CAPITAL VENTURES LTD.
Next: Investment Terms
Crea7ve Capital Ventures Ltd. is an offshore registered company, with one hundred percent (100%) of its common shares (vo8ng shares) owned by the manager, Euro IPO Services Ltd (BVI).
• Crea8ve Capital Ventures Ltd. has Authorized 10,000,000 shares of Series A Preferred Stock (hereinaMer "Shares") at US$10.00 per share;
• Shares will be sold at US$10.00 per share prior to the first Net Asset Value (NAV) Calcula8on and then at the NAV thereaMer, subject to the 3 day "window" following the calcula8on of the NAV, during which period funding may be refreshed;
• The Shares will have a CUSIP/ISN # for bank deposit purposes and Crea8ve Capital Ventures Ltd. shares will be listed on a foreign Stock Exchange for NA V pos8ng purposes only;
• Purchasers of the Shares will face a One Year lock up period and then must provide 90 Day no8fica8on for Redemp8on at the NAV calcula8on on Payment Date;
• Crea8ve Capital Ventures Ltd. has Authorized 10,000,000 shares of Series A Preferred Stock (hereinaMer "Shares") at US$10.00 per share;
• Shares will be sold at US$10.00 per share prior to the first Net Asset Value (NAV) Calcula8on and then at the NAV thereaMer, subject to the 3 day "window" following the calcula8on of the NAV, during which period funding may be refreshed;
• The Shares will have a CUSIP/ISN # for bank deposit purposes and Crea8ve Capital Ventures Ltd. shares will be listed on a foreign Stock Exchange for NA V pos8ng purposes only;
• Purchasers of the Shares will face a One Year lock up period and then must provide 90 Day no8fica8on for Redemp8on at the NAV calcula8on on Payment Date;
• The NAV will be calculated on the last trading day of every month. The NAV calcula8on takes into account the value of each investment the company is long in terms of: cash and cash equivalents, Debentures, Preferred shares and Common Stock (free trading and restricted shares) with appropriate haircuts in place. The NAV computa8on will be calculated by an independent outside accoun8ng group based on industry wide methods.
• Banking and Custodian Services: Caledonian Bank Limited, Cayman Islands, www.caledonian.com;
• Administrators, Accountants and Advisors, RRBB Accountants, www.rrbb.com
Next: Management Fees
MANAGEMENT FEES
The Manager of Crea7ve Capital Ventures Ltd. is Euro IPO Services Ltd. (BVI). The Manager will be paid a 2% fee on Assets Under Management (AUM) on a quarterly basis. In addi8on, the Manager will be paid the following Management Incen8ve Fee:
• 20% management Incen8ve Fee (paid quarterly) on Net Investment CASH Return greater than 7% (Net Investment CASH Return = Cash profit on actual stock sales over the quarter, less 2%
management fee, i.e., 20% share of realized cash profit above the 9% Low Water Mark);
• 40% management Incen8ve Fee (paid quarterly) on Net Investment CASH Return greater than 20% (Net Investment CASH Return = Cash profit on actual stock sales over the quarter, less 2% management fee, i.e., 40% share of realised cash profit above the 20% High Water Mark).
Next: The Manager
THE MANAGER
Euro IPO Services Ltd is Bri8sh Virgin Island registered company and the Manager of Crea8ve Capital Ventures Ltd. The Managing Directors of Euro IPO Services Ltd. are: Julius Csurgo, Managing Director
The founder and Managing Director of Merger Law Associates Ltd. and Antevorta Capital Partners Ltd., brings over 40 years of entrepreneurial and financial experience. He has been involved in many facets of International business development in such fields as real estate, retail, resources, financial, healthcare and technology businesses, consulting for emerging growth companies and has tremendous experience in building highly successful enterprises, from start-up to profitability. He has nurtured many successful global enterprises, having been involved in raising over $10 billion for all types of international commercial projects.
Over the last 15 years, he has focused his consulting efforts on reorganizing and financing early stage and micro-cap companies. This includes assisting companies to enter the international public markets specializing in North American and European listing venues, with over 200 public listings to his credit. He has a tremendous understanding of securities law, regulations, cross border settlement and capital formation. Mr. Csurgo specializes in OTC markets in Europe and North America , such as Frankfurt Stock Exchange, GXG Markets, AMEX, OTCBB, OTC Markets, CDNX,TXV Markets , and offshore centers such as Cayman Islands, Bermuda and Malta.
John Figliolini, Managing Director A Financial Executive with thirty years of broad business experience in building businesses and creating shareholder value. Mr. Figliolini's experience includes operational management, corporate finance, strategic acquisitions, business development, merchant banking and corporate restructuring From 1982 to 1992 Mr. Figliolini held various executive management positions at the Financial Institutions he worked for. These positions ranged from Stock Broker to Sales Manager to Financial & Operation Principal to Chief Financial Officer and ultimately to Chief Executive Officer. From 1992 to 2013 Mr. Figliolini Founded and Operated Berkshire International Finance, Inc. (New York and Ontario) a boutique Investment Banking Firm. At Berkshire International Finance, Inc. Mr. Figliolini assisted over 50 public and private companies in raising over US$500 Million in equity capital and taking companies Public via RTOs (reverse takeovers).
From 1994- 1998 Mr. Figliolini co-founded and advised three (3) Cayman Island registered mutual Funds (Offshore Venture Capital Funds) as well as one US registered Mutual Fund. One of the Offshore Funds was ranked #1 of all equity-oriented offshore funds for the fourth quarter 1994 by Lipper Analytical Services and continued to be a top performing fund as rated by Lipper through 1995. From 1998 to 2003 Mr Figliolini Founded and Operated an SEC registered broker/dealer (Phillip Louis Trading, Inc.) which made NASDAQ and OTC markets in 1,000 securities.
Andrew Gaudet, Managing Director, Investment Sales Mr. Gaudet has an extensive background in the financial services industry, going back more than fifteen years. His expertise includes working in Europe, Asia, Latin America and the Caribbean where his experience has included working with high-net-worth clients, investors and companies. Mr. Gaudet’s professional experience has included being the Senior Vice President-Capital Markets for Toronto and Bahamas based SG Corp., a corporate finance firm specializing in short term lending. His experience with SGC included the responsibility of relationships with banks, lawyers and financial partners as well as arranging syndicates for corporate finance projects. In addition Mr. Gaudet was the Managing Director for Caribbean based Richmond Consultants, which was a corporate consulting firm that created custom structures for development and investment projects. His activities included serving as resident director for family and corporate trusts, investment banking for private offerings and initial public offerings (IPOs) and the formation of investment funds in the resource, real estate development and energy sectors.