What Is a Qualifying Transaction?
Let me explain what a qualifying transaction really is. It's the process where a private company in Canada starts issuing public stock. This happens through the creation of a capital pool company, or CPC, which acquires all the outstanding shares of that private company. As a result, the private company becomes a subsidiary and turns into a public entity.
Key Takeaways
You should know that a qualifying transaction lets a private company in Canada go public to raise capital for its business needs. It involves setting up a CPC that buys up all the shares of the private company, making it a subsidiary and public. The CPC handles selling those shares and raising the money, all while following the strict rules for such transactions. Remember, a CPC has to meet the qualifying transaction requirements within 24 months of being created, which means filing a prospectus and applying to the TSX Venture Exchange. This is the most common way to go public on the TSX Venture Exchange, especially when you compare it to a standard initial public offering (IPO).
Understanding a Qualifying Transaction
Private companies often go public to get the capital they need for operations and growth. They can do this through equity financing by issuing shares to the public, or through debt financing like loans. In the U.S., you'd typically see an IPO for equity financing. But in Canada, there's another option: the qualifying transaction using a capital pool company (CPC).
A CPC is basically a listed company with experienced directors and some capital, but it has no actual commercial operations. It's a shell company designed solely to acquire a privately held company via a qualifying transaction.
The directors of the CPC work on finding and acquiring that private company. Once the acquisition is done, the private company gains access to the capital and the public listing that the CPC has set up. It becomes a fully-owned subsidiary of the CPC. You have to complete these qualifying transactions within 24 months after the CPC's first listing, and that includes filing a prospectus and applying for a new listing on the TSX Venture Exchange.
The structure of a qualifying transaction can vary. It might be a share-for-share exchange, an amalgamation where the private company and CPC merge into one corporation, a plan of arrangement if the private company's capital structure is complex and needs court and shareholder approval, or an asset purchase where the CPC buys assets from a third party using cash or securities. In every case, the shareholders of the private company end up as security holders of the CPC.
Qualifying Transactions to Go Public
When it comes to going public on the TSX Venture Exchange in Canada, capital pool companies and their qualifying transactions are the go-to method, more so than initial public offerings (IPOs).
This approach is more efficient than a traditional IPO because private companies don't have to pay upfront costs before marketing shares to investors. Since the CPC has no business of its own, the private company's line of work simply becomes the CPC's business.
These transactions usually start formally with a Letter of Intent (LOI) between the shareholders and the CPC, outlining the agreement terms. The CPC must include a financing plan in every LOI.
Capital Pool Company Requirements for a Qualifying Transaction
CPCs have specific rules they must follow to turn a private company public. The law requires that a CPC has three individuals who contribute the greater of $100,000 or 5% of the total funds raised for the shares.
Additionally, the CPC must sell shares to the public at twice the price of the seed shares, to at least 200 investors. Each of those investors has to buy a minimum of 1,000 shares. This public sale needs to generate between $200,000 and $4,750,000 in value, and that capital must then be used for an acquisition.
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