By William Cate

Key Takeaways

  • A company can become public without traditional IPO costs through spinoffs, where an existing public company distributes shares of a private company to its shareholders.
  • Public companies sponsor spinoffs to retain investors, increase their net worth, and acquire equity in private firms.
  • Going public helps companies raise capital, increase liquidity, and use stock as currency for acquisitions.
  • Alternatives to spinoffs include direct listings, reverse mergers, and Regulation A+ offerings, each with unique advantages and risks.
  • IPOs are costly and time-consuming, while spinoffs can provide a faster and more cost-effective path to trading status.
  • Legal, compliance, and investor relations costs remain ongoing obligations for all public companies, even those that go public “without cost.”

How Can You Become a Public Company Without Cost?

The 1934 Securities Act states that any private company with over 500 public shareholders is a public (reporting) company. In his book, "Going Public," Frederick Lipman, an experienced securities attorney, observes that any public company may sponsor a private company by distributing free stock of the private company to their shareholders. The industry refers to a private company that goes public using this stock distribution strategy as a Spinoff.

Other Alternatives to IPOs

While spinoffs are one way to go public without bearing the upfront expense, they aren’t the only method. Other strategies include:

  • Direct Listings: Companies list their shares directly on an exchange without issuing new shares. This saves underwriting fees but requires strong market visibility and investor interest.
  • Reverse Mergers: A private company merges with an existing public shell company, instantly gaining public status. This can be quicker and cheaper than an IPO but carries risks if the shell has hidden liabilities.
  • Regulation A+ Offerings: Sometimes referred to as a “mini-IPO,” this SEC-approved option allows companies to raise up to $75 million with lighter reporting requirements. It offers a balance between cost savings and compliance.

Each of these options reduces reliance on traditional IPO underwriting but requires careful legal and financial planning.

Why Will Public Companies Sponsor Spinoffs?

The public company sponsor usually gets 10% of the private company's stock. The public company distributes half this stock (5%) to their shareholders. By regularly paying their shareholders Spinoff stock dividends, the public company keeps their shareholders. The public company retains 5% of the private company's stock as a corporate asset. This stock enhances the net worth of the public company. The public company sponsor normally pays the cost of distributing the private company's stock to their shareholders. This makes going public a cost free service for the private company.

Why Should Any Private Company Go Public?

  • Doing private placements is easier for a public company. Your company can more easily convert your stock to cash.
  • A public company can use its stock to buy corporate assets. By buying cash-producing assets for your company's stock, you increase your company's cashflow, without spending your company's money.
  • When it comes time to sell your public company, the sale price will be your company's share price multiplied by the number of issued shares. The share sale price is usually greater than a sale price based on your company's balance sheet.
  • Business groups buying recently privatized Foreign Government industries gain substantial insurance against a future Government nationalization by becoming a U.S. Public Company.

Benefits Beyond Raising Capital

Going public does more than provide access to capital. Additional benefits include:

  • Brand Recognition: Publicly traded companies often gain credibility with customers, partners, and the press.
  • Employee Incentives: Public stock enables equity compensation packages such as stock options, which attract and retain talent.
  • Exit Opportunities: Founders and early investors gain liquidity options that are harder to achieve in private markets.
  • Global Expansion: Public status can make it easier to enter international markets and secure partnerships.

However, these advantages must be weighed against the cost of regulatory compliance and the potential pressure of quarterly earnings expectations.

How Does a Spinoff Compare With an Initial Public Offering (IPO)?

For an operating company, the average cost of doing an IPO is around $750,000. It takes 18 months. Over half the private companies that decide to go public with an IPO abandon the process before they become a public company.

In a Spinoff, the public company sponsor pays your costs. It takes about four months for your private company to become publicly trading.

If you do an IPO, you're not required to distribute any free stock to the public. However, most IPO underwriters price the IPO stock at 15% below the net worth of the company. This effectively gives the public shareholders 15% of the private company free.

Costs and Timelines Compared

An IPO involves underwriting fees (typically 7% of funds raised), legal and accounting expenses, and extensive SEC review. Costs often exceed $1 million for smaller companies and can run much higher for large offerings.

By contrast:

  • Spinoffs: Usually completed within 4–6 months, with costs absorbed by the sponsoring public company.
  • Reverse Mergers: Typically completed in 2–4 months at a fraction of IPO costs.
  • Direct Listings: Timeframes are similar to IPOs but with lower underwriting expenses.

For companies seeking efficiency, spinoffs and reverse mergers often provide the quickest path to public status.

Where Do Spinoffs Trade?

A Spinoff is a public company. It will trade over-the-counter (OTC), if it doesn't qualify to trade on a stock exchange. The public companies that regularly sponsor Spinoffs, usually arrange to have the new public company trade on the NASD Automatic Bulletin Board.

Why Shouldn't a Private Company Do a Spinoff?

  • It's rarely cost-effective to arrange a PUBLIC financing for a U. S. Public Company. Unless you can arrange a private placement, you must be certain that your broker or consultant has the contacts to fund your Spinoff.
  • The sponsoring company usually wants a seat on your Board of Directors. As Mr. Lipman comments, the sponsor can be legally liable for the misdeeds of the Spinoff.
  • It's nearly impossible to find a Spinoff sponsor for a concept- company. The potential of legal liability ensures that sponsors want quality operating private companies for this process.
  • A public company has a responsibility to its shareholders. As a matter of corporate self-interest, the public company must ensure a strong share price. This responsibility adds ongoing costs to any company's operation. Whether your public company trades OTC or on the NYSE, investor relations will be part of your annual expenditures.

Why Aren't Spinoffs Popular?

  • Every industry wants to sell products that make their members the most money. The Spinoff saves you money. But, securities attorneys lose income. U. S. brokerage firms make less money doing Private Placement than public offerings. Financial printers lose money, etc. It isn't in the Industries best interest to mention a Spinoff to the CFO of a private company.
  • Most OTC company insiders want to dump their stock quickly. The stock in a Spinoff is restricted stock (subject to SEC Rule 144). Since insiders can get free trading stock by buying a Trading Shell, they avoid Spinoffs.
  • Few public companies will sponsor Spinoffs because of the legal liability problem.

Spinoffs work, but they may not work for your company. Discuss this business strategy with your attorney & accountant. Seek an opinion from a business consultant or stockbroker familiar with Spinoffs. Knowing that Spinoffs exist means you have half your answer about using a Spinoff.

Mr Cate (e-mail: [email protected]) has been a business and equity finance consultant for various public & private companies and individual investors since '81, edits & publishes Investor Alert, and offers the Equity Financing Workshop for private companies seeking to go public.

 

Regulatory and Compliance Considerations

Even if a company avoids IPO costs through a spinoff or reverse merger, it must still comply with ongoing obligations:

  • SEC Reporting: Quarterly (10-Q) and annual (10-K) filings are mandatory.
  • Corporate Governance: Public companies must maintain independent boards, audit committees, and shareholder disclosures.
  • Sarbanes-Oxley Compliance: Internal control requirements can be costly for smaller companies.
  • Investor Relations: Public companies must budget for communication with analysts, investors, and regulators.

These obligations mean that while a company can go public “without cost” upfront, the long-term costs of staying public are unavoidable.

Frequently Asked Questions

1. Can a company really go public without paying any costs?

Not entirely. A spinoff may shift costs to the sponsoring public company, but compliance, legal, and investor relations costs still apply.

2. What’s the difference between a direct listing and an IPO?

In a direct listing, no new shares are issued—existing shareholders sell their stock directly. IPOs create new shares, raising additional capital but incurring higher costs.

3. Is a reverse merger safer than an IPO?

It is faster and cheaper but carries risks, including inheriting liabilities from the public shell company. Due diligence is critical.

4. Do all spinoffs trade on major exchanges?

No. Many spinoffs begin trading over-the-counter (OTC) before potentially upgrading to exchanges like NASDAQ or NYSE.

5. What ongoing expenses should public companies expect?

Annual compliance costs can range from hundreds of thousands to millions of dollars, depending on company size and regulatory requirements.

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