SEC FORM S-4:

Public or reporting companies must submit Form S-4 to the United States Securities and Exchange Commission ("SEC") in case of mergers, acquisitions, or stock exchange offers. Mergers happen when companies want to expend, unite efforts, move into some new segments, or gain higher revenues and profits to maximize stakeholder value. Once the merger is done, the new shares are distributed to current shareholders of both merging companies. An exchange offer happens usually in bankruptcy cases, when a firm or financial entity exchanges securities for similar ones at less rigid terms.

All mergers required SEC Form S-4 filing. Five common types of mergers include:

 

  • Conglomerate Mergers – This involves 2 companies with unrelated businesses. The company’s combine to expand their current markets.

  • Congeneric Mergers – This involves 2 or more companies generally in the same market. This allows efficiencies or economies of scale when the companies use the same technology, marketing, products & R&D processes. It also happens when a company wants to extend its product offerings.

  • Market Extension Mergers - This involves 2 Companies with the same or similar products operating in different markets. The purpose of this type of merger is to expand into new markets.

  • Horizontal Mergers – This type of merger involves 2 competitors within the same industry. The companies combine in an attempt to expand their market share.

  • Vertical Mergers – This involves 2 companies, one of which is a supplies of parts and services to the other. Combining the company operations allows for certainty in the supply chain and cost reductions in producing the final value proposition.

Companies seeking a hostile takeover of another company must file form S-4 to provide public notice. Investors use this information to exploit M&A gains. Investors realize that company stock prices generally trade at a premium during a merger or takeover.

Form S-4 is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the "Save as HTML" option in a word processor). Form S-4 also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes, and possibly pay a fee based on the number and offering price of any new shares being registered.

To Retain and Engage Private Placement Markets for a S-4 Registration Statement Filing:

Private Placement Markets regularly works with companies and their legal counsel with respect to the creating and filing of SEC Form S-4; we consider it one of our specialties. 

 

After the complete SEC Form S-4 is drafted and approved by your company, Private Placement Markets will convert the approved and finalized S-4 Registration Statement to SEC EDGAR HTML format, and provide you and your team with an online proof. After obtaining your final approval, we file the Form S-4 with the SEC EDGAR system.

The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.

 

Service(s) to be Provided:

  • Drafting & Preparation of a Federal Securities Laws Compliant S-4 Registration Statement.

    • Our Custom S-4 Registration Statement includes (but is not limited to):

      • Structuring and Development of a Presentation Grade S-4 Registration Statement,

      • all SEC Filing(s) as required via the EDGAR,

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See www.PPMEquity.com & www.PPMDebt.com)

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, and/or any Shares Registration Fees payable to the SEC 

To engage us for a Custom S-4 Registration Statement Preparation:

  1. Private Placement Markets is very selective about the S-4 Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your S-4 needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your S-4, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom S-4 Registration Statement. Our total estimated cost for a Custom S-4 Registration Statement is a Flat $20,000 USD (50% = $10,000 USD). NOTE: The balance of $10,000 will be due and payable 30 days net from retaining services or upon delivery of a final S-4 Registration Statement whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom S-4 Registration Statement.

  4. General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately two to four weeks (could be shorter, could be longer, much depends on complexity and amount of information). 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111

Email: Steve@PPMSecurities.com

Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

 

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