My last post dealt with the often-unprincipled conduct of the advisors, bankers and lawyers who created many of the disaster stories among Chinese SME companies seeking a stock-market listing. Itâ€™s not a topic that will win me a lot of friends and admirers among the many advisors, lawyers, and investment banker-types still active, sadly, sponsoring OTCBB and reverse merger deals in China. In my experience, they tend to put the blame elsewhere, most often on Chinese bosses who (in their view) were blinded by the prospect of quick riches and so readily agreed to these often-horrible transactions.Â
Thereâ€™s some truth to this, of course. But, itâ€™s a little like a burglar blaming his victim for leaving a second-story window unlocked. Culpability â€“ legal and moral â€“ rests with those who are profiting most from these bad IPO deals. Thatâ€™s the advisers, bankers and lawyers. Â They are the ones getting rich on these deals that, too often, leave the Chinese company broken beyond repair.Â
The bad IPO deals are numerous, and depressingly similar. I donâ€™t make any effort to keep tabs on this activity. I usually only learn specifics if I happen to meet a Chinese SME boss who has had his company crippled by doing an OTCBB listing or reverse merger, or an SME that is in the process of doing a deal like this.Â
Here are a few â€œcase studiesâ€ from among the companies Iâ€™ve met. They make for depressing reading. Iâ€™m omitting the names of the companies and their advisers.Â Â The investment bankers on these deals deserve to be publicly shamed (if not flogged) for what they’ve done. But, the stories here are typical of Â many more involving crooked investment bankers and advisers working with Chinese SME. The story lines are sadly, very familiar.Â
A Guangdong electrical appliance company, with 1,500 employees, had 2008 revenues of $52mn, and net profit of $4mn, did a â€œreverse mergerâ€ in 2007 and then listed its shares on the OTCBB. Despite the companyâ€™s good performance (revenues and profits grew following the IPO), the share price fell by 90% from $4.75 to under 5 cents. At the IPO, the â€œinvestment advisorsâ€ sold their shares. The company also raised some cash, about $8mn in all. Â But, quickly, the share price started to fall, and the market capitalization fell from high of $300mn to under $4mn. The companyâ€™s management didn’t have a clue how to manage a US publicly-traded company (none spoke English, for one thing), and so started making regulatory mistakes and had other problems with filing SEC documents. The companyâ€™s management, still with much of the $8mn raised in the IPO in its corporate bank account, Â then started selling personal assets at wildly inflated prices to the company, and so used these related party transactions to take most of the remaining cash from the business into their pockets. No surprise, the companyâ€™s auditors discovered problems during its annual SEC audit, and then resigned.
The companyâ€™s share price is so low it triggered the â€œpenny stockâ€ rules in the US, which limit the number of investors who are allowed to buy the shares.
An agricultural products company with $73 million in 2008 revenues chose to do a â€œreverse mergerâ€ in the US, to complete a fast IPO early in 2009. The company got the idea for this reverse merge from an investment adviser in China who promised to raise $10 million of new capital as part of the reverse merger. The agricultural products company believed the promise, and spent over $1 million to buy the listed US shell company, including high fees to US lawyers, accountants and advisers. Â Â
After buying the shell and spending the money, the company learned that the advisor had failed to raise any new capital. The company now has the worst possible situation: a listing on the OTCBB, with no new capital to expand its business, a steadily falling share price, and annual costs of being listed on the OTCBB of over $500,000 a year. At this point, no new investor is likely to invest in the company, because it already has a public listing, and a very low share price.
Because of this reverse merger, the companyâ€™s financial situation is now much worse than it was in 2008, and the companyâ€™s founder effectively now has no options to finance the expansion of his business which, up until the time of this reverse merger, was thriving.
Â COMPANY 3
In 2008, an outstanding Guangdong SME manufacturing company signed an agreement with a GuangdongÂ â€œinvestment advisorâ€ and a small US securities company that specializes in doing â€œForm 10 Listingsâ€ of Chinese SME on the OTCBB. They told the company’s boss they were a “Private Equity firm”. The investment advisor and the US securities company were working in concert to take as much money from this company as possible. Their contract with the company gave them payments of over $1.5 million in cash for raising $6mn for the company, a fee of 17%, and warrants equal to over 20% of the companyâ€™s shares. The $6mn would come from the securities company itself, so it could claw back a decent chunk of that in capital-raising fees, and also grab a huge slug of the equity through warrants.Â
The securities company quickly scheduled a â€œForm 10â€ IPO for summer of 2008, and arranged it so the shares to be sold would be the warrants owned by this securities company and the Chinese investment advisor. So, according to this scheme, the Chinese SME would have received no money from the IPO, and all the money (approximately $10 million) would have gone direct to the securities company and the advisor.
The securities company deliberately misled the SME founder into thinking his shares would IPO on NASDAQ. Further, they gave the founder false information about the post-IPO performance of the other Chinese SME they had listed through â€œForm 10 Listingsâ€ on the OTCBB. Most had immediately tanked after IPO.Â
In this case, the worst did not happen. I had met the boss a few months earlier, through a local bank in Shenzhen, and liked him immediately. Â Before the IPO process got underway, I offered him my help to get out of this potentially terrible transaction. This was before I’d set up China First Capital, so the offer really was one of friendship, not to earn a buck. I promised him if he could get out of the IPO plan, I’d raise him money at a much higher valuation from one of the best PE firms in China.Â
The boss was able to cancel the IPO plan, and I started China First Capital with the first goal of fulfilling my promise to this boss. Â CFC quickly raised the company $10mn in private equity from one of the top PE companies , and the valuation was over twice the planned IPO valuation from the â€œinvestment advisorâ€ and the securities company. This SME used the $10mn in pre-IPO capital to build a new factory to fill customer orders. 2009 profits will double from 2008. The company is on path to an IPO in 2011, and at that time, the valuation of the company will likely be over $300mn, +7X higher than at the time of PE investment.