The news of Bobby Flay’s Bobby’s Burger Palace looking to go public and now FAT Brands close on its heels are intriguing developments for the restaurant finance world, but they might not have been possible without one man’s efforts.
TriPoint Global Equities CEO Mark Elenowitz has spent more than 20 years on and around Wall Street as a broker, advisor and entrepreneur. He said when new Regulation A and A+ rules that govern “crowd” investors came out of the JOBS Act in April 2016, he and his team started studying it in depth.
When the new rules came out—described here in more detail—there was certainly the promise of a better way, but the possibilities were mired in complex technological and logistical problems. His first serious stab at the opportunity therein was a short-lived site that looked to raise capital for hedge funds via the crowd.
“When we black-boarded it, we were focused on hedge funds. That’s when we sat there looking at the board and said, ‘Wait a minute, this is such a great opportunity we can actually do this for the crowd, for regular investments,’ and that’s how it all came about,” said Elenowitz.
That initial foray turned into a new division for TriPont dubbed BANQ. The electronic investment-banking platform aimed to streamline investment banking and be a platform for alternative investments like Regulation A+.
With a similar process as a traditional IPO with a different registration, Elenowitz figured out how to get companies onto the NYSE and make room for small investors.“I said Reg A is bringing back the small-cap IPO, it’s nothing other than a standard underwriting process. If you’re doing a $50 million deal or less, there’s no reason to do a standard deal again,” said Elenowitz.
“Our mantra is leveling the playing field. Normally if it’s a great idea, retail investors never see it, institutional investors gobble it up, and that’s not really fair,” said Elenowitz
It took a lot of convincing that it would even work. And when he described the process of getting Reg A companies onto national exchanges, and his democratizing pathos, the floodgates didn’t exactly open.
“The biggest issue I had to overcome was I knew my tech worked, I knew my methodology worked but the hardest part was education. I went up and down to institutions and up and down Wall Street and they all said, ‘Do it and come back to us,’” said Elenowitz. “Some accepted it, but the majority did not.”
So he did it with Myomo, a robotic arm for people with limited mobility from stroke or disease.
“It was probably the hardest deal I had done in my life,” said Elenowitz.
With no advertising and little brand following, it was hard to get traction even without a quiet period that is standard in traditional IPOs. But orders came in, and it worked. Any investor can now buy shares of Myomo (NYSEMKT: MYO).
“What it did was it opened the floodgates, because beyond raising the capital for the company it demonstrated to my peers on the street that it looks, acts, feels and more importantly settles as any other standard IPO,” said Elenowitz, but it also demonstrated the power of Reg A. “What’s special about Reg A is in a standard IPO you can’t communicate, you have to go into a quiet period. That doesn’t work in the modern age, Wall Street was so far behind Main Street—Main Street works in a digital manner.”
Under the new regulations, BANQ was able to communicate with prospective inventors through the entire process via email, social media commercials, billboards—any way normal people want to receive information. That is what is driving brands like Bobby’s Burger Palace and FAT Brands (the parent of Fatburger) to jump into the mix for their own mini IPO.
“That’s the power of Reg A. When you look at Reg A and you look at consumer products and hospitality companies that we work with, now you have fans, you have customers, you have a loyal affinity group that finally gets a chance to participate in an IPO,” said Elenowitz, adding that it also turns investors into customers. “It also turns it the other way. You can take a shareholder who has never heard of you and suddenly you’re seeing it and you can turn a potential investor into a customer, so you’re really getting two bites of the apple. That to me is what is so special.”
Unlike Myomo’s dearth of fans, the new crop of BANQ clients have a fervent following. Companies like LoveSac and its army of passionate beanbag couch fans or Bobby Flay’s reality-TV following have the vital clout necessary for a strong Reg A offering.
That’s what piqued the interest of Andy Wiederhorn, CEO of FAT Brands, the parent company and franchisor of Fatburger and Buffalo’s Café with 200 locations altogether.
“We looked at a traditional IPO and started down that road. Then came to the conclusion that we might be able to do a smaller IPO and just add on a debt element, so it’s the same size $50 million deal but we’ll do $20 million in equity and $30 million in debt instead of a $50 million equity deal. That would allow us to go Reg A and open offering to all our fans of the brand around the world,” said Wiederhorn. “This way we really get to reward our customers and our fans by letting them participate in this creative way.”
Right now, Wiederhorn said the brand is testing the waters while waiting for FTC approval. It’s another key benefit to Reg A, companies can see what the acceptance is going to be before spending the money on the underwriting process.
For FAT Brands, Reg A represents all the benefits of an IPO, with additional perks.
“When we do go Reg A we’ll still be a full-reporting company and trade on the national stock exchange. So you get to the same place if you line up the boxes of wanting to be on a major exchange, wanting to raise some capital and wanting to get a good valuation and you can check the box of getting your fans and customers to participate—this is an option you just don’t have with traditional underwriting with all institutional investors,” said Wiederhorn.
Look for NYSEMKT: FAT in September with a $20 million goal and NYSEMKT: FLAY sometime in the next quarter with a $15 million goal.
The full reporting he mentioned is one thing to keep in mind. Reg A isn’t a $50 million windfall; going public via Reg A+ is a major undertaking, and foundationally changes a business. Until the company is acquired, or taken private, it’s a steady stream of 10-Ks, 10-Qs, audits and financial reviews. The expenses for accounting and reporting, as well as securities attorneys, outside directors and investor relations firms add up as well, in the realm of $500,000 a year just to continue as a public company. That, Elenowitz said, should not be forgotten or glossed over.
“I keep reading through articles that this is the lite IPO and you’re basically skating through regulation. That is absolutely not the case, you go through a SEC review, you go through a full exchange review, it’s just like any other IPO. That’s misinformation that is out there that this is a lite reporting, it’s full reporting,” said Elenowitz. “Raising the money is part one, the hard part is now execution.”
That’s why he works only with real companies and real revenue and won’t touch a deal with deal sizes under $5 million to $10 million. And don’t confuse it with the crowdfunding component of the JOBS Act.
“We don’t want to raise money to keep the lights on, the clients that we’re raising capital for are already existing good businesses that are using the capital to grow where some of the other companies that you’re seeing in Reg A, they’re raising money just to come up with this idea—that to me is a dangerous situation,” said Elenowitz.
Yet another benefit is that Reg A so far is not bound by the psychology of Wall Street. There, the window opens and closes for traditional IPOs based on how institutional investors see industry trends and the economy at large. That’s why relatively few restaurant companies are looking to go public in this choppy environment of lagging traffic and major transformation. But for the passionate fans out there, the window never closes, they are eager to own a piece of their favorite brand and investors are happy to come along for the ride.
Despite the floodgates being wide open now, Elenowitz said they’re not exactly rolling in yacht money. But it does change the equation for the small cap market that has seen such a decline over the last 15 years.
“The fees today still aren’t there, but what is unique and the reason a firm like myself spent $1 million of our own capital building this digital platform, so my digital platform is my salesman now instead of me paying a salesman, which is how it works on Wall Street,” said Elenowitz. “So it makes more economic sense for us to enter this market because in time this will become the norm and we have the technology to power it. I think in five years from now this will be how all deals are done.”