February 5, 2014

“Social” IPOs: Loyal3’s Platform to Help Sell Stock to Customers

Over the past few years, I have blogged twice about Loyal3. Loyal3 is a platform that helps companies build their brands with their customers by facilitating stock sales to customers with no fees (Loyal3 makes its money from companies selling the stock; not from investors, as explained in this TechCrunch blog). The 1st time I blogged, it was about Loyal3’s customer stock ownership plans – the 2nd time was about offering stock via mobile devices and its 1st participation in an IPO overseas.

Now, Loyal3 is mentioned in the Form S-1 for the IPO of Santander Consumer USA, as 2% of the shares have been reserved to be sold through Loyal3’s platform (note that 3% of the offering is also reserved for a directed share program). Here’s an excerpt from the 6th Amendment to the Form S-1:

The LOYAL3 platform is designed to facilitate participation of individual purchasers in initial public offerings in amounts of between $100 and $10,000. Any purchase of our common shares in this offering through the LOYAL3 platform will be at the same initial public offering price, and at the same time, as any other purchases in this offering, including purchases by institutions and other large investors.

Individual investors in the United States who are interested in purchasing common shares in this offering through the LOYAL3 platform may go to LOYAL3’s website for information about how to become a customer of LOYAL3, which is required to purchase common shares through the LOYAL3 platform. The LOYAL3 platform is available fee-free to investors, and is administered by LOYAL3 Securities, Inc., which is a U.S.-registered broker-dealer unaffiliated with our company. Sales of our common stock by investors using the LOYAL3 platform will be completed through a batch or combined order process typically only once per day. The LOYAL3 platform and information on the LOYAL3 website do not form a part of this prospectus.

Here’s Loyal3’s web page on the IPO. It includes a short video featuring Santander Consumer USA’s CEO & CFO, who also are selling shareholders in the IPO (here’s the free writing prospectus filed with the video’s script). Loyal3 has been tweeting the basics about its involvement in the IPO (eg. enrollment period ended on Monday), including answering questions from potential investors.

SCOTUS Briefs Filed: Halliburton Fraud-on-the-Market Case

As posted on the SCOTUS Blog, a number of briefs have been filed in Halliburton Co. v. Erica P. John Fund, No. 13-317, the case in which Supreme Court will decide whether to abandon the “fraud on the market” presumption of reliance that has facilitated class-actions brought under Section 10(b) and Rule 10b-5. CII filed this brief today!

A lot of interesting analysis in the briefs – like this blog from Prof. John Coffee. The case will be argued on March 5th – a decision likely will be handed down in June. Halliburton is the most important securities case that the Court has heard in a long time…

Here’s an Akin Gump blog about the last two days of Senate hearings on security breaches…

Transcript: “Pat McGurn’s Forecast for 2014 Proxy Season”

We have posted the transcript for our recent webcast: “Pat McGurn’s Forecast for 2014 Proxy Season.”

– Broc Romanek