{"id":3789,"date":"2021-02-04T19:37:29","date_gmt":"2021-02-04T19:37:29","guid":{"rendered":"https:\/\/new.marcdeschenaux.com\/?p=3789"},"modified":"2021-04-13T15:13:57","modified_gmt":"2021-04-13T15:13:57","slug":"ipo-foster-couplage","status":"publish","type":"post","link":"https:\/\/marc.deschenaux.com\/pt\/essays\/ipo-foster-couplage\/","title":{"rendered":"IPO Foster Couplage"},"content":{"rendered":"
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FOSTER (in French \"Couplage\")<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Problem\u00e1tico:\n<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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It is often difficult, if not even impossible, to raise the budget of a large IPO (Initial Public Offering). In addition to significant cost, it monopolizes a significant portion of the company\u2019s resources and the management\u2019s attention. That is why it is not uncommon that during the IPO process, the performance of the company is heavily impacted. Hence, an additional need for funding, if only to offset the poor sales performance due to the effort of the IPO process.<\/p>

On the other hand, it is appropriate to differentiate, in the total cost of an IPO, the costs that must be borne by the future company issuing shares before trading the IPO process, called \u201cUpfront\u201d or \u201cPre-Cash\u201d (fees of lawyers, \u2026), of those which will be supported at the end of the IPO by the raised funds, \u201cPost-Cash\u201d (commissions of Brokers or Investment Banks, \u2026).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Solu\u00e7\u00e3o
That\u2019s why I invented the combination called \u201cFOSTER\u201d.<\/p>

O princ\u00edpio \u00e9 simples:<\/strong><\/p>

  1. An IPO Incubator Company is incorporated in the State of Delaware in the United States of America. For our purposes, we will call it \u201cIncubator\u201d. It is a traditional financial company that, depending on its structure, may or may not be required to register with the SEC (Securities & Exchange Commission) as a subject of the 1940 Investment Company Act.<\/li>
  2. A special vehicle company is incorporated in Delaware \/ USA. For our purpose, we will call it \u201cSPV\u201d (Special Purpose Vehicle). It is an industrial and commercial company that can be seen as a holding company, however we discard this term because it results in a serious devaluation when a listed company is perceived by the market as a \u201cHolding\u201d.<\/li>
  3. In the SPV, all assets of the company or group seeking IPO financing should be consolidated together. Although this is not an absolute obligation, for example when a known group has a subsidiary bearing all or part of its name, for example; BOUYGUES Telecom or PEUGEOT Leasing, it is necessary for the future SPV issuer to remain financially, commercially and in every sense of the word credible in front of the financial market.This problem must be studied case by case.<\/li>
  4. Incubator\u2019s team of lawyers prepares a \u201cRegulation A+\u201d disclosure document for the Incubator. Since this document is very similar from one time to another, the cost of this operation should decrease significantly over time. This disclosure document states to the investor that Incubator is an investment company that finances IPOs of any size, against a share of the capital prior to the IPO and a pro rata share of the raised funds payable after the IPO.<\/li>
  5. Este documento oferece ao investidor tr\u00eas formas de sair do investimento: