Mina Mar Group

An acquisition strategy known as an “all-cash, all-stock offer” requires the buyer to commit to purchasing all of the target company’s outstanding shares for a certain amount in cash. It is also characterized as buying all of a company’s outstanding shares from its shareholders in exchange for payment. All-cash, all-stock offers are typically taken into consideration as a strategy to complete an acquisition. This could be an excellent technique the acquiring corporation might use to make the transaction appear sweet and persuade shareholders who are on the fence to accept the sale by offering a premium above the cost at which the shares are now trading. So if it’s that case, if indeed the company was purchased at a premium, then shareholders of the target company could experience an increase in the value of their shares. Even when we talk about cash deals, a stock value for the target firm is discussed, and that value may be considerably higher than its current market price. Therefore,...

When we speak about market trends that actually refers to anything that alerts the market your corporation operates in.  So, there’s a good chance that different market trends are having an impact on your company’s operations simultaneously at this very moment. This imposes the following question- why would it be necessary to stay up-to-date on market trends and developments? That’s the way you evolve and remain competitive.  Maybe you can’t take a race with the velocity of change connected with technology or legislation, but there is one thing you can do - take actions that can help you to expand in parallel with all those changes. So, there is no need for spending hours a week tracking trends research. It’s enough just to comprehend the diverse market trends which can help you identify what is actually appropriate for your company. This kind of in-depth research enables you to quickly adjust to dynamic market conditions and maintain your competitiveness. According to this an...

A Form S1 represents the opening registration that a US firm must submit with the SEC prior to an Initial Public Offering. The Securities Act requires a registration statement, otherwise known as Securities and Exchange Commission Form S1, previous to security can be issued on a public exchange such as the NASDAQ, NYSE, or other exchanges. Foreign corporations can register with the SEC, but they must do so using the SEC Form F1. Corporations must fill out Form S1 to outline their intended use of capital proceeds, a description of their current business strategy and competition, and a brief prospectus for the new security, including offering pricing mechanism and any other dilution to other listed stocks.  The SEC also mandates that any material business conducted between the corporations and its directors and external counsel be disclosed. Investors can access S1 filings online in order to do due diligence on new offers before they go public.  As a result, businesses can use t...

  Regulation A+ represents the lately enacted SEC rule that amends and expands the rarely utilized Regulation A offering exemption. Regulation A+ might be viewed as an alternative to a small registered IPO and also, as a substitute or addition to other securities offering procedures that are not subject to registration under the Securities Act.  Although Regulation A+ is still quite new, it is swiftly establishing a name as the perfect spot for so many American businesses looking for capital. Reg A+, which is supported by the SEC, actually permits non-SEC reporting corporations to raise capital from public investors while also allowing (or even more motivating) the issuer to publicize their offering openly.  The opportunity to publicly market to investors has benefited greatly for numerous corporations.  This method is intended to reduce regulatory constraints by allowing companies who wouldn’t have contemplated pursuing total IPOs to get the type of financing necess...

When we speak about disclosures and what they represent in financial terms, that actually refers to providing the public with all relevant information about a company on time.  So relevant information includes facts, figures, dates, procedures, innovation, etc, which means any information regarding a company that can probably impact an investor’s decision. As a result, it is necessary to comprehend that public company directors and officers are in charge of company disclosures and securing investors with complete and valid information. Access to material info enables investors to make information-based investment decisions, which is vital for efficient market pricing and on which state and federal securities are based.  Anytime new stocks are issued to the public, the SEC requisite disclosures of relevant financial and business info to possible investors, with exemptions provided for private placements and small issues. Integrated disclosure structure is the name give...

The term known as a gypsy swap is a method of raising capital that involves persuading existing shareholders to exchange their free-trading, common stock for a restricted one. Gypsy Swap is a transaction that has been in practice by stock promoters for many years. The SEC's view is that Gypsy Swaps are a means to evade the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and violate Section 5 of the Securities Act. The SEC has established specific rules in the Securities Act under Section 5 that require any new stock transaction must be listed with the SEC. The SEC has said unequivocally that Gypsy Swaps are infractions of Section 5 of the Securities Act of 1933, exposing all participants to monetary and other civil penalties, including disgorgement. It's important for issuers and investors to remember that a Gypsy Swap is only one way to avoid the registration requirements of Section 5 of the Securities Act. Any transaction in which t...

  The OTC Market launches this new Promotion Risk flag that should assist investors in recognizing stocks that are now part of a stock promotion strategy.   OTC Markets with their team keeps a close eye on a number of sources to assess whether a stock is being pushed, so their main assignment is to gather information from a massive number of market players and analyze all collected data before putting the Promotion Risk flag on their website.  A “Shell Risk” flag has been added to these new designations, signifying that a corporation exhibits features related to shell corporations, based on a review of the firm’s major yearly financial data, which are connected to limited activities. Shell corporations have few or no assets and operations. All that OTC Markets try to do with all these activities is to demonstrate their dedication to a market compliance monitoring system that promotes more transparency, prompt info, and at last greater security of investors so to be a...

There are many prejudices about Penny Stocks and why should anyone have them in their portfolio. As defined by the U.S. Securities and Exchange Commission, penny stock is any publicly traded firm’s share that trades below $5 per share.   These types of stocks are inexpensive, allowing you to invest without committing large sums of money, which is advantageous for those on a limited budget.   That also implies if the business in that you have just invested fails, you won't suffer a significant loss per share.  Finally, all this indicates that the very same amount of money can purchase more penny stock shares than it can purchase more expensive securities shares. Tremendous gains can be made with a tiny initial investment. As a result, they have the potential to become extremely successful.  Despite their significant volatility, penny stocks provide excellent returns. These stocks have the ability to provide explosive growth of 100% or over in a single day, a...

The OTC Markets, which are divided into three tiers: the OTCQX Best Market, the OTCQB Venture Market, and the Pink Market, trade over 10,000 securities. The Pink Market trades a wide range of firms, including overseas corporations with limited disclosure in the United States, penny stocks and shell companies, as well as troubled, delinquent, and dark companies who are unwilling or unable to offer information to investors. The amount of publicly available data varies from firm to company. OTC Markets has designed investor protection symbols to warn against firms that may entail greater risk than others, in order to assist investors to better understand the risks connected with these securities and to give more transparency. On otcmarkets.com, numerous of these symbols may show on a corporate quote page. Here's a breakdown of what each one represents.   BANKRUPTCY   This indicator denotes that the firm has filed for bankruptcy or has indicated its intention to do so. This w...

  1. Price to Earnings ratio The price to earnings ratio is one of the most widely used financial ratio analysis among the investors for a very long time. Price to Earning ratio= Price Per Share/Earnings Per Share  As a thumb rule, a low P/E ratio is preferred while buying a stock. 2. Price to Book value Price to book ratio (P/B) is calculated by dividing the current price of the stock by the latest quarter's book value per share. Price to Book ratio=Price per share/Book value per share A lower P/BV ratio could mean that the stock is undervalued, but again the definition of lower varies from sector to sector. 3. Debt to Equity ratio The debt-to-equity ratio measures the relationship between the amount of capital that has been borrowed (i.e. debt) and the amount of capital contributed by shareholders (i.e. equity). Debt to Equity ratio=Total Liabilities/Total Shareholder Equity As a thumb of rule, companies with a debt-to-equity ratio more than  1 are risky. 4. Return on E...

Many foreign companies wish to have access to capital market an become publicly traded company in the United States. The reason is that being part of the largest and most liquid capital market bring many benefits including prestige, visibility, ability to attract and retain top talents, etc. To become a part of capital market in the United States and experience all the benefits that it carries, foreign company may undergo reorganization of corporate governance and operations. Foreign issuer in federal securities law is defined as foreign government, foreign national or corporation incorporated by any foreign country. Any foreign issuer (except foreign government) can be considered foreign private issuer except if more than 50% of the issuers outstanding voting securities are held by residents of United States and if any of the following applies: majority of issuer’s executives and directors are residents of United States, more than 50% of issuer’s assets is located in the United S...

Deposit Trust Company (DTC) is the largest securities depository in the world, created by securities industry to imporove efficiences and reduce risk in the clearence and settlement of securities transactions. It was founded in 1973 and based in New York, DTC is organized as limited purpose trust company meaning it is charted by state to perform specific trust functions, acting as a depositor or safekeeper for securities and mortgages. Basically DTC holds securities for banks and investment firms. DTC alos acts as clearing agency, registered with SEC for securities transactions in the U.S. market, invloving equities, corporate and municipal debt, money market instruments, American depositary receipts and exchange traded funds. All movements of securities are made electronically with book-enry adjustments. Most large U.S broker-dealers and banks are DTC participants, menaing they deposit and hold securities at DTC. Individual investors cannot be participants.  DTC appears i...

Dodd-Frank Wall Street Reform and Customer Protection Act  was signed into law in 2010 as a response to financial crisis of 2008 by targeting sectors that caused the crisis, banks, mortgage lenders and credit reporting agencies. It reshaped U.S. regulatory system, especially financial sector. From the beginning Dodd-Frank received  criticism that it limits growth potential of financial firms and lovers overall market liquidity. On February 3, 2017 Donald Trump signed an executive order that asked the U.S. Treasury to propose Dodd-Frank changes and a year later on May 24, 2018 President signed into law Economic Growth, Regulatory Relief and Consumer Protection Act. With this Act, Dodd-Frank wasn't repealed but some of its regulations were loosened. Consumer Financial Protection Bureau still has the control over mortgage lending and credit reporting agencies. It was argued that regulations proposed by Dodd-Frank impose a burden on community banks and ...

Futures contract or just futures is an agreement between two parties to buy or sell assets at a predetermined price at a specified date in the future. Underlying asset can be stock market index, currencies or most common commodities - oil. gasoline and gold. Buyer of the future has the obligation to buy the underlying asset when the future contract expires just like the seller has the obligation to provide the asset at the expiration date. Futures that are traded on commodity future exchanges are more standardized and regulated like Chicago Mercantile Exchange or  New York Mercantile Exchange. Standardized contract means that for instance, one future oil contract is for 1,000 of oil and one gold contract is for 100 troy ounces of gold. The Commodities Futures Trading Commission regulates the exchanges and require buyers and sellers to be registered. Futures are used by two types of market participants - hedgers and speculators. Guarantees to buy or sell at a cert...

Derivative is very complex complex to explain but at its most it is financial contract between two or more parties and it derives its price from an underlying asset. Basically buyer agrees to purchase the asset on a specific date at a specific price. There are numerous types of derivatives and underlying assets can be almost anything but the most common are commodities (oil, gasoline, oil), currencies, stocks, bonds, interest rates and market indexes. They can be traded on unregulated over-the-counter market where transactions happen between private parties or they can be traded on exchange where they are highly regulated and standardized. Bear in mind that OTC constitutes major portion of  derivative market and it caries great counterparty risk - possibility that one of the parties involved might default. Common derivatives are options, futures,swaps and forwards.  Options give the buyer right but not the obligation to sell or purchase underlying asset at a ce...

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock  or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering. Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money...

Roll -Up is a type of Merger&Acquisition strategy. It happens when smaller companies in the same market or industry sector are merged into one large entity. Reasons for consolidation include economy of scale, expanded geographical coverage, better name recognition and increase in value. Merger of smaller companies happens in fragmented industries where there is no dominant company or where is one dominant player and none of the small companies can challenge its dominance. Usually it is the private equity firm that does investment thesis, using analysis to identify target companies for an acquisition. If you as an owner want to buy more smaller companies and merge them into one entity the deal is most often done as a combination of cash and equity in exchange for ownership stake at the acquired company. Before the deal is done there are several very important questions that need to be answered. Are the target companies good match? What additional products/services/value...

Dodd-Frank Act, officially called Dodd-Frank Wall Street Reform and Customer Protection Act was signed into law by President Barack Obama on July 21, 2010. The Act is voluminous and complex peace of legislation that reshaped U.S regulatory system in many sectors, including consumer protection, trading restrictions and credit ratings. It was the response to financial crisis of 2008 as Dodd-Frank put regulation on financial sector and created laws that stopped mortgage companies and lenders taking advantage of customers. The Act generated criticism that it inhibits growth of the economy and puts to much burden on the U.S. companies. Many experts blamed the lack of oversight and financial regulations for the crisis. It was the worst economic disaster since Great Depression of 1929. Fall in the interest rates allowed people with poor credit score to pursue their dream of buying a house. Problems appeared when interest rates started rising and many defaulted their payments. This cr...

Sarbanes - Oxley Act is the United States federal law that amended and supplemented existing requirements in corporate financial reporting and accounting practices. Commonly called SOX Act was signed into law by President Bush on July 30, 2002. After highly publicized corporate financial scandals including Enron and WorldCom the purpose of the Act was to restore investor's shaken confidence in the market and truthfulness of corporate financial statements and close loopholes in the law that led to fraud. The Act that got the name from two sponsors Sen. Paul S. Sarbanes and Rep. Michael G. Oxley created strict new rules for accountants, auditors, corporate officers and more strict record keeping requirements. Also it added new, more stringent criminal penalties for violation of this law. The new law set out reforms in four principle areas: corporate responsibilities, criminal punishment, accounting regulations and new protections. SOX is a lengthy and complex peac...

Companies raise capital by issuing shares on the primary market which is regulated by Securities Exchange Act of 1933. The following year Securities exchange Act of 1934 was enacted by Roosevelt administration which regulates securities on the secondary market, where they are traded after original issuance. This Act created Securities and Exchange Commission (SEC) and gave it broad power to register, regulate and oversee securities, markets and financial professionals. SEC has disciplinary power over regulated entities and person associated with them if they engage in prohibited conducts in the market. Requirements outlined in securities Act of 1934 must be followed by all companies that are listed on stock exchange. Primary requirements include corporate reporting, proxy solicitation, tender offers, insider trading and registration of exchanges and associations. Companies that have more than $10 million is assets and more than 500 shareholders must do annual and periodic ...