Pass Through Appropriate When
• Strong Management
• Have something proprietary that a Public
Company wants
• Less than $3 million EBITDA last year
• Good Industry Relationships
Fundamentally a Joint Venture
• Transaction is primarily a joint venture between the
public company and the private company
• The public company provides cash and other resources
• The private company provides something that is
important to the public company’s core business, e.g.,
distribution in a different region, expansion of product
lines, new customer bases, etc.
• The legal structure may be a separate joint venture or
crosslicensing/contracts
Cash, Resources, Distribution
Public
Company Beneficiary
Private Co.
Cross Regional Distribution, Product
Lines, Other Desired Value
Pass Through Adds Funding to Public Company
• The FMS Group funds Public Company which passes
through cash to Beneficiary private company
• FMS receives securities from Pubco in exchange
• FMS additional receives warrants from Beneficiary
Cash
Public
Company Beneficiary
Private Co.
Securities
Cash
Warrants
The FMS Group
Terms
• The FMS Group investment is standard terms
for an investment in public company
– Convertible debt, preferred, or straight equity
– Warrant coverage
– Warrant coverage in private entity
• Terms vary depending on the fundamentals of
the public company
• Private company negotiates terms with public
company independent of The FMS Group
Public Company Perspective
• Want something from private company
other than money
– Adds substantial value to core business
• Will view the transaction as their
investment with them bearing the risk
• May or may not want capital from The
FMS Group
Public Company Criteria
• $75250 million market cap ideal
• If US listed, qualifies for shelf registration
• Any exchange worldwide, any industry
– Cross border deals often the best
• Minimum market cap $10+ million USD without
fundamental balance sheet or P&L deficits
Finding the Public Company
• Normally the responsibility of the private company
• Key is compelling reason for the Public Company to
participate
• Company traded on foreign exchange looking to expand
distribution/product line geographically is ideal fit
• Use industry relationships
• Use foreign country relationships
Troubleshooting
• Don’t know any public companies
– Problem with industry background and relationships
• Not a good fit for any public companies
– Problem with exit strategy
• Public company wants to know terms
– Terms have to be market or public company will not accept
them
• Takes too long to find the public company
– Indicative of other issues such as industry background, exit
strategy, poor relationships
Next Steps
• Confirm interest from a public company
• Call us with the symbol and amount to be
funded
• Can close in <30 days
• Foreign relationships of particular interest
The FMS Group
Thank you for your time and interest.
Level 24, AMP Place, 10 Eagle Street Brisbane, QLD 4000 Australia
Ph: 61 (0) 7 3036 5229 Fax: 61 (0) 7 3041 0583
Donovan@thefmsgroup.com WWW.THEFMSGROUP.COM
ABN 59 129 981 184 AFSL 257871