Episode – 17

SPAC’s, Uplisting, IPO’s, Reg A+, and More With Andrea Cataneo


Andrea Cateneo is a partner at Mitchell Silberberg & Knupp LLP where she is a member of the Business Transactions Practice Group. Her practice focuses on preparing companies for capital raises, structuring financing, and taking companies public. She serves on the Board of Directors of the National Investment Banking Association (NIBA) and is a frequent panelist at capital markets, health and wellness, and cannabis-focused conferences.In this interview, Andrea goes into a lot of detail on a very hot topic, the Special Purpose Acquisition Company (SPAC). She talks about the advantages of SPAC’S and why investors love them so much. She talks about reverse mergers. She explains the difference between an Uplist and an IPO. She talks about Reg A+. She discusses deal breakers and red flags and how to avoid them. If you are interested in the capital markets and deal flow process this is an interview you shouldn’t miss.

What You Will Learn
- The benefits of SPAC'S and why investors love them
- REG A+ and why it’s not as popular as it should be
- Andrea’s due diligence process when looking at deals
- The difference between an Uplist and an IPO and much more!

Connect with Andrea:

Full Transcript

JP Maroney:

Greetings and welcome to another episode of the deal flow show. I'm JP Maroney, your host, along with my cohost, mr. Paul Nicoline here from Harbor city capital in the deal flow show team. We've got Andrea [inaudible] here as a special guest. You all have a background in the past. We do, and I believe Andrea has become part of a new firm. And we're going to be talking about that. She is with Mitchell Silverburg and NEP. And we're going to talk a little bit about your transition, but let's go back a little bit and talk about how you got started in law. We want to hear about the work that you do in the capital markets and everything, but let's, let's go back to where you got started. How'd you get started? What was the driving motivation? Cause it seems like people that go into law always have something from their childhood or their past. That was that catalyst.

Andrea Cataneo:

It's actually pretty funny because I started out in the music business. I had been a summer associate with a corporate and bankruptcy firm and we represented power station and power station entertainment, Tony Bongiovi studio. And, um, they kept in touch with me after I clerked with a judge, I really enjoyed the work. I come from a musical family. My brother's a professor Julliard. My father always sang. And um, just throughout that relationship, I ended up joining their legal department and the bug that really got, got me going was I was instrumental in helping them raise capital. I worked under a corporate securities and tax attorney who really was a Renaissance man. He's in his nineties now he's still doing deals. And, uh, it was really a matter of helping them build and grow and I'm entrepreneurial. And I just really enjoyed helping them out of a little mess and then helping them get to another level they've since sold the studio and moved to Florida.

But, um, I formed my own firm when I had two little daughters and I worked out of my basement and build this farm with Rick Fox, my initial mentor, who I met at our station. And I've built a pretty far I've in practice for a young mom who worked from home during the time when no one was doing that lawyers were not working from home, but I said, I can do this. I'm a I'm writing deal documents. I'm writing a private placement for a company. I'm talking on the phone with my client. I don't have to be in court. Of course I could do this. So I'm building a practice that was a viable book of business. I became attractive to firms that were in the space and that's really how I got introduced to what was then called McKenzie, Ross, Friedman barons, Richard Friedman.

And I became friendly because we worked on opposite sides of transactions and I'll never forget how helpful he was to me when I felt unable to go on a family vacation because I was so busy with my, and especially public company clients. I know it was essentially a solo with a paralegal and, uh, he did something really that we'll never forget. He offered to help babysit my clients while I went on this 10 day cruise. And during that time, like in 2002, if you were on a cruise, you were at sea for a few days, there was no wifi. And as a corporate insecurities attorney, there are deadlines. It's very deadline sensitive. So, uh, it was really a gift that, that, that he gave me giving me that peace of mind. And when I came back, I realized plugging into a platform, made a lot of sense.

So that's where I spent my longest run thus far, um, in really representing issuers in deals. And I was there 14 years, first woman partner, first woman equity partner. First of all, my lawyer there, believe it or not. And, um, we all remained close and then Richard and I, and a couple of other partners joined up a bigger firm about four years ago, Sheppard Mullin, which was really a great run. Um, I love having that pedigree on my resume. However, the rates, I, I had some rate sensitivity with some of the microcap clients that I really enjoy representing. I'm very, as I said, entrepreneurial, and, um, I missed being able to, uh, be more of a business person in transactions and offer a flat fee parts stock and really enjoy the process of the growth of the company. Um, as I was often instrumental in helping them grow.

So, um, I had been always in contact with Nimesh Patel. He, uh, had been the founder of a firm called Richardson Patel, and they were really a peer firm to [inaudible] Ross Friedman parents. For years, we did a lot of pipes that a lot of going public transactions, IPOs, and, uh, he merged that company with MSK in late 2014. And, uh, it was really a wonderful infusion of capital markets expertise into a company. You had mentioned that, uh, it was a new, it's actually new for me, but MSK was founded in 1908. So it's a very established firm, um, in capital markets, real estate entertainment, which is where the really thrive. And we represent Disney and Sony and many others. Uh, but it's a farm that's really about being entrepreneurial. And I can't tell you, I'm here three weeks and I so blend and, um, I, I bring value beyond the legal work to my clients.

I'm doing capital markets work and, uh, public company worked for 22 years. So mechanically, technically of course, I know the regulations and I can help my clients and I can guide them. But frankly, so can a lot of lawyers, what I bring to the table is a network of relationships and a business sense where I'm not only helping a client build their team, their internal team, the business development, they're independent directors, they're most appropriate funding sources that aren't going to negatively impact the company's cap table long term, because I'm looking in terms of where does this company want to be in five years? So my role is really to help them think strategically about where they want to be. And if they want to list on a national exchange, well, we better be getting prepared. Now there are committees that need to be formed. There were things that need to be done with cleaning up.

Um, basically the corporate records before a company is going to be on display to the public. And that's really what I do best. It's a matter of looking at the big picture and doing everything from soup to nuts. And I had the good fortune of learning that from my roots in this industry, I didn't just work for one large firm where I did tiny pieces of deals and then never really understood the business or the big picture. I can kind of look at the whole thing and help my clients grow from start to finish. And that's really what I find most gratifying too.

JP Maroney:

And the way that you've put the deals together, you mentioned where, what you like to do, and you were a bit restricted than the most recent firm was taking a flat fee and some equity. Can you talk a little bit about how those bills are structured? That may be commonplace with some folks, but there may be some founders or issuers out there that are maybe strapped, um, in the early days of putting together all of the fees and the money that it takes to go public or to go to the next funding round. And if you could explain that, I think that'd be helpful for some folks.

Andrea Cataneo:

I'm so glad that you asked that because you're right. A lot of early stage companies really do need team players. They need people to come and kind of as partners. And I don't want to suggest that I, I can take on five or 10 startups. That's really not my focus, but if it's a private company that is already on its way and can afford some legal fees, but not $900 an hour, New York lawyers, um, and they're looking for the strategic, intelligent, uh, longterm guidance. It's not just a matter of, Oh, review this document and make sure that I'm not going to get in trouble, but you want me to come in and help strategize. I can put together a small initial retainer, not a 10 or $20,000 initial retainer, like a large firm would require, but something smaller, like $5,000 initial retainer and some equity, um, equity, really not only to offset some of the discounted hourly rate that I'm going to offer, but, and my, my colleagues and associates, but to provide compensation for all of this added value that I keep talking about, which is I'm going to introduce these clients to valid funding sources that are appropriate for this client that know their industry, that I know from years of experience in doing transactions with them are not going to take advantage or be toxic.

There there's a time and a place for very expensive lenders. And if my client can return that, that capital quickly, and it's a temporary emergency, sure. I've got lots of places that I could take my clients for that with money, but for longterm Rose and for credibility as a company, and as an issuer, you have to be careful about those decisions. And having me on the team provides really the capability of a company to not meet the States on their path. So that's what I do best is I'm a big picture person. Um, I call myself sometimes the issuer's advocate because even though I enjoy representing underwriters and investors, I like representing the company because I can do so much for our company long term. And if I can be part of the success, meaning I have part equity, we all win. When the company succeeds, my firm wins and my firm MSK is very supportive.

And in fact, many of their IPOs, they have provided a discounted, um, flat fee in combination with some equity. And that helps companies tremendously that have limited operating capital. And once they're funded, sure, what I do going forward is often flat fee public company representation, which is also appreciated by my clients. And I'll be talking about that more often with my base of contacts, because I think lawyers need to be providing services like these companies are looking for that type of, um, trust. And, uh, just really the relationship being one where my client's not afraid to pick up the phone and call me. They're not going to think it's going to be a thousand dollar phone call. When I call Andrea and know that's included in your flat monthly public company, I call it 34 op reporting a representation. I want my clients to feel comfortable to call God forbid. They're about to make a big mistake. And then I'm asked to come in and clean up that mistake, which I don't mind doing, but why go through that anguish as a, as an issue where if you don't have to feel comfortable calling me, I'll see what I can do to resolve the problem. Okay.

Paul Nicolini:

I think the two operative words you said before was maybe strapped, right? Startup companies generally are right. Uh, Andrea knowing you for many years. I know if you have a lot of areas of expertise, but there's two in particular that I'd like to know. And certainly I know our audience would like to know one is, uh, talk about up listing. And then the second one second one, which is a big topic with some of our guests, uh, talk about specs and how they they're hitting the market.

Andrea Cataneo:

Yeah. I thought you were going to say cannabis. Okay. Love to talk about the up list is a terrific, uh, path for a company that is already public and trading. Usually it's a company that's reporting already to the sec and on the OTC chief Bay, if they're just a pink sheet company and OTC markets pink, you can also do an uplift, but it involves more steps because the company needs to first become reporting. So, um, when I, when I look at the uplift versus an IPO, uh, I often explain to a client that's looking to apply just to be prepared for it, to be a little more work and more juggling with regulators than an IPO. It's almost like refurbishing a home that might be falling apart versus building a new home to spec and code from scratch. When you have a private company or already public company, that's been operating for a while without the tight, uh, controls that a listed company needs to have.

You've got to build all of these things into place. There are committees that have to be set up. Like I mentioned earlier, there are independent directors that need to be brought in, and there's a certain higher level of, of governance that the company has to be prepared for. In addition to a lot of other things like having the securities and exchange commission approve a registration statement and having NASDAQ or the New York stock exchange American approve the listing application and the company has to qualify too. So having a team on board counsel, accountants, the independent auditors, um, even an IRR from a stock transfer agent that have the requisite experience and up listing will help guide the company and make sure that the company can meet the listing standards even before starting often. The last thing that accompany will do to meet the listing standards is get their stock price where it needs to be.

And sometimes that involves a reverse split, which I generally my clients to do really at the very end, given that hopefully other things are going on with the company. There's an underwriter involved. There's a lot of discussion about how the company is going to be generating sufficient revenues and so on. So that reverse split, we tend to wait until the end because the company may very well be having a stock price. That's finding a higher level, just organically. Um, but other little things that I would recommend a client do well before getting into the real, um, the real crux of, of the steps involved is decide when to have a shareholder meeting where things can be approved in advance. Like if there needs to be an increase in authorized capital, if there needs to be a reverse split approved of in advance, you know, a range of, uh, of split.

So ratio. So that later down the road, when, when the issue where it needs to take care of all of these things, nothing is going to interrupt the process of the list because you'll already have approval and the process while complex. And while there are a lot of regulators involved, FINRA is also involved with an up list, whereas with an IPO, it seems like, and it's true. You have fewer, fewer regulators that you're dealing with. It's just important that so many of the things are taken into account at the beginning and what I've strongly recommend right at the onset. Once there's a, an underwriter involved, we put together a pretty tight timeline and we get as much buy-in as we can from the working group. Uh, in terms of, do you think you can meet these deadlines, everything from the company, auditor's all the others that I mentioned, particularly the underwriters and their counsel. We all weigh in on. Yeah, we could do X, Y, and Z by a certain date. And then we stick to it and have regular meetings. And that's, that's how you, you get through it. It's, it's rewarding, but it is a bit of juggling. And it's available for companies that qualify to list and that are already already reporting and trading.

JP Maroney:

I want to talk a little bit about specs, which you brought up in just a moment, but if you're listening or watching this episode of the deal flow show, you can get access to our archives by going to the deal flow show.com. When you get to the website, you can also follow or subscribe to get access to future episodes. And of course, follow us on all of your favorite podcasting and video platforms. Andrea, good to have you on. And I know you've got some knowledge in the specs as I was sitting here, it's kind of childish, but I was thinking a spec spec here, a spec spec, they're here, spec their spec everywhere. A spec spec that's been 2020, I think in 2019, 2020, it's like everywhere I spikes back, what, what the heck is going on with specs? Why are they the hottest, newest buzzword in the industry? What's your involvement? Uh, let's talk a little bit about that.

Andrea Cataneo:

Absolutely. And you're right. Specs are very hot right now. And if I can sort of go back in time a little bit back in, I would say from the nineties to about 2010, reverse mergers were King. That was the way for a private company to have a shortcut, to being public. And often private companies were convinced to merge into an operating shell or a pure shell by a promoter or by someone who thought or would tell these private companies that as low, as long as you're public, you're going to get invest investors jumping in no matter what your company is doing. And frankly, that's just not true. The company needs to be viable. It needs to have good fundamentals. It needs to be investible as it is. As a private company, the public portion does open more eyes because being public makes the company forced to be transparent.

Um, it makes them obligated to have their financial statements audited. So yeah, in a lot of ways, certain investors are more comfortable with the company's public, but there's no guarantee that just being public is going to make dollars rain on you as a private company. The stack becomes at Stanford special purpose acquisition company. The spec becomes attractive in recent years, or has it become more attractive? Although it's been on and off for decades because generally specs or with a listed company and the typical profile of a spec these days, or companies that were formed either by investment bankers or by attorneys with deals that have a certain number of months to merge something in, in accordance with, with what's called rule one 18 and as a public company, it's public it's reporting to the sec transaction has to happen within a certain amount of time.

The ones that are the hottest though, or often entities that investment bankers are holding because they might've had another company that they took public that's having issues. And that may be a subject to delisting. Maybe the company's stock prices too low. And he received a letter from NASDAQ or from the New York stock exchange. And the clock is ticking and they need to bring in another asset or another company. And they will then start that clock over and look for a merger candidate. Sometimes there are already dollars in the stack, which makes them even more interesting to issuers are private companies that are looking to go public. Um, so there is a bit of an inventory. Uh, if you were to call me today, if anyone in the listening called me today and said, Hey, look, I've got a great company. We have two years of audited financials.

We're in the healthcare space. We have revenues, we have great management. Can I send you some background on my company? We'd really like to go public. And we would really like to merge into a stack. I could absolutely arrange for meetings with a couple of holders or owners of stacks that are investment bankers that also have funding now, but the company really has to be ready. It can't be, Oh, you know what? I, um, I think this is something I might want to do. And it's going to take me eight weeks to get a, uh, get my audits done. I don't want to dissuade companies that, um, have to finish their audit, but if you haven't started it yet, in my opinion, you may as well wait until you're closer to having your ducks in a row. And that's the appropriate time to start looking for something that is right and looking for a transaction.

And then it really comes down to due diligence. It's essentially a combination of business combination into an already public company that has financing that has a listing already with one of the exchanges and understand that merging with a listed company. If the private company is to be the survivor, you still have to almost reapply to NASDAQ or the New York stock exchange American. There are things that they're going to require the private company. You've got to prove that you qualify. You're going to have to show that you need the requisite standards and that you have the right corporate governance and committees, um, and, and independent directors that you would have to, um, otherwise. So yeah, the SPAC is a, is a great vehicle or the companies that are appropriate and yes, there's an inventory, but they get ripe pretty quickly. And, uh, I'd be delighted to speak with anyone that you know of that thinks they have a company that would like to take advantage of this path to going public.

What I will say though, it's worth doing your homework because as an issuer and working with council experienced with bringing companies public, there's more than one way to go public. And depending on where the company is in their, in their growth, it may make more sense for them to do it more, gradually, more organically. And in my experience, the mad rush is always for that finance. And, but sometimes getting a smaller financing, a few million dollars meeting some milestones, and then maybe merging with that stack or doing an IPO or filing an S one registration statement, becoming reporting with an aid and hope listing a company is able to preserve more of its equity because it's building valuation as it goes through that process. And then isn't giving away the store when they're doing their final transaction. So happy, happy to discuss it further. It's definitely a hot topic these days,

JP Maroney:

Many of the advantages from the investment banker side from maybe as you said, a company it's already public looking for reset on the clot, what is making it so sexy for the investor? And why do you see them going into these with such Gusto right now, I saw a statistic and I'm going to get it wrong by a few points probably, but it's something like 71% of spectrum right now are trading below their listed price, um, or their, their initial price offering price. Um, but what is it that investors are flocking to this for how much of this is emotion and how much of this is true law?

Andrea Cataneo:

Well, I will tell you, and that's a great question. The reason that SPAC investors are much more intrigued and I'm willing to take that risk. Then the investors in the old days after a reverse merger took place for a company that was, let's say on the bulletin board or later the OTC Q big is a SPAC is often a listed company. So it's, it's listed with a national exchange meeting, meaning that it has to comply with all of those requirements. And it's also public and reporting to the securities and exchange commission. So an investor knows that there is transparency that the financial statements were audited, but even better yet, the SPAC investor has a clear cut exit strategy. And that's really what investors want the investors in public companies. They obviously want a good company. They want the management to be good. They want to like the business model, but they want to know that there's a light at the end of the tunnel for them and that there's liquidity.

And in a spec transaction, often the registration statement is registering shares. Sometimes there's an [inaudible], which is a very complex registration statement of, of both companies. If you're talking about two public companies coming together and the investor has all that disclosure at his or her fingertips and is not going in blind and sees that once the registration statement is effective, they could sell their shares in the open market, or they can wait and watch quarter to quarter how the company progresses and have that ability to get out of it when they want, if you compare that with investing at a private company, um, no transparency per se, um, no clear cut exit strategy. So you're taking, you know, the friends and family that might invest, or even the institutions or private investors that want to take a risk, let's say on a wholly stage biotech, if it's, if the company is not public or not listed, it's more of a longterm risk that the investor is taking.

So specs give that advantage, not only of the public company reporting requirements, but very often the listed, uh, strategy of, Hey, this company's on NASDAQ already, or it's about to Bayer or it's on the New York stock exchange American already. I know they've got to comply with all of those requirements on a regular basis. I know they can't be issuing a exaggerated press releases without getting slapped down by the regulators. I know they can't say things that aren't true. I know the officers and directors can't be buying and selling without disclosing it to the public, you know, which tells the public and the investors, Hey, something nice must be happening or maybe something not so nice as happening. So lots of advantages with public company, um, uh, disclosures, um, and with SPACs. And I think investors take comfort in that

Paul Nicolini:

We know specs are generally larger check writers, right. So where does the, where does a come in and, and, uh, can you tell us a little bit about reggae and how many companies you see today using reggae as, as a way to get, get, uh, get capital investment?

Andrea Cataneo:

Yeah, I'm, I'm really glad you asked because the, um, really the legal community was a little, I think, surprised and disappointed with how, um, little reggae, you know, the new reggae plus, as of it was really December of 2012, and it took until may of 2015 before the sec had provided the appropriate guidance for these to be done. And this whole idea of the mini IPO, unfortunately, with a handful of, um, registrations are actually, they got qualified, not registered with the sec. The review period is much shorter. Um, the sec through the jobs, after they're much more willing to accept, uh, these, uh, form one A's and all of the accompanying disclosure, um, more readily than an S one registration statement, but, um, the sad news was some of these bigger deals that got done. Didn't have proper aftermarket support and then NASDAQ in particular and also the New York stock exchange, but NASDAQ really soured on, um, on reggae's for at least a couple of years, because the sec, and, and it's not just my opinion, it's the factually support this since they were a bit more lenient in how they reviewed these companies and NASDAQ had gotten so comfortable relying on sec registrations and acceptances.

Now, in fact might not have done it an extremely thorough, uh, analysis and due diligence like they would ordinarily do on some of these companies, assuming the sec had done all of their heavy lifting and the sad news is they regretted listing a few companies and decided, you know, what, no more rabies for awhile. What happened in January of 2019, which I was happy to say is reggae became available to all very public companies. And I was thrilled to see that because so many of my issue were clients were annoyed. Why can't we use reggae? It's a shorter review period. Was it 72 days instead of 120 days on average to have the sec review and approve? Why can't we use it? So it came around just through a lot of letter writing and a lot of discussion. Um, the rules were modified and here we are more than a year and a half later.

And I'm kind of baffled why more public companies aren't utilizing reg a. So I'm actually in the midst of writing a piece on this, I've done some significant research on all of the public companies that have utilized reg and what may be some of the common ground. And I see it as an exemption that is under utilized. And one reason might be if you've got a convertible note instrument and you've got the stock already trading, you have a situation where maybe the investor can be buying something that's free trading and they can do well on their investment when they sell into the open market. But if you're just selling equity and investor might say, why should I buy from this reggae if I can just buy in the open market? What's the advantage? So there has to be a discount. And if there's a discount in a qualified form, one a, um, unfortunately what's happened many times is that makes the stock price in the market, reached that level. So there are, there are ways to improve this phenomenon. I have some ideas and I want to explore with some clients how to utilize the exemption and how to build in protections so that it can really be helpful in getting companies the money they need. I'm all about capital formation in a way that's going to protect the company, the issuer,

JP Maroney:

Andrea, you obviously have seen a lot of deals come across your desk. You've been on both sides of the table. You've been at multiple firms. You've seen public private, many different types of deals. We're going to talk a little bit about what some of the deal makers and deal breakers are because a lot of the content from this show is being put into a new book called deal breakers. So we're share that in just a moment, but if you're watching or listening to this episode of the Dell flow show, you can get access to our previous shows our archives and our future shows by subscribing and following us@thedealflowshow.com. That's www.thedealflowshow.com. All right. So I want to talk a little bit about the deal breakers. When you walk into a deal, when you're looking at an opportunity when you're interacting with certain people, what are some of those red flags or things that come up and you go, this is a deal stopper for me. I'm not going to go any further until either this is solved, or maybe I'm just not going to do this deal.

Andrea Cataneo:

Um, you know, these are such important things to consider. It's not just about willing investor, um, see these red flags it's as a professional. Do I want to represent a company that has these red flags and I don't. So I am looking, cause I often put myself in the shoes of the investor has I think a corporate insecurities attorney should we should be looking at a company, um, through the lens of someone who's going to be partying with with an investment. And, you know, the first obvious red flag is if the company was not forthcoming, not, not, not completely honest in their disclosures. And one way to really nip that in the bud early on is there's a little bit of research that's done at the beginning. It doesn't take tons of time, but every officer and director needs to complete a DNO questionnaire. And I think for any investment banker, any placement agent, or even any high net worth, they should be asking to see the DNO questionnaires or ask if the attorneys or the bankers have collected DNO questionnaires on the officers and directors, because sometimes just Googling the, you know, the affiliates, the officers directors, and those that hold 5% or more of the issue in outstanding common stock.

You might not find out that there are issues or problems or reasons to run for the Hills. So as you, as I do my homework, which I do as quickly as I can at the onset, I flagged some of these things. And if there are issues, problems, um, that, uh, I know are going to end up hurting a potential listing, like if someone is a convicted felon, for example, that's obvious. Uh, but, um, if there are other things that might interfere with the ability to get financed, I like to, if it's easy enough for a company to get in front of and explain, and I've done this with clients before I see something in my research that I know an investor's going to flag and they explain, Oh, that was nothing. That was a misunderstanding that was X, Y, and Z. That was dismissed. I strongly recommend that the company get a head of that.

Not I'm not suggesting that that's the first thing they say to an investor, but it may be indicated in either a risk factor or it can be in a meeting, something that is brought up by the company, luck in your research. You may come across something that I'm a little embarrassed about. Let me just tell you what happened. I don't want you to get the wrong idea sometimes that saves the deal. Um, so those are sort of obvious, I guess, obvious things that other red flags or, you know, litigation, um, where if it's a company that's public, that was from a merger long ago. I wouldn't say it's a red flag. I would say it is requiring additional homework from council to take a look at the history to make sure that there aren't skeletons that are going to jump out and bite anyone later, like contingent liabilities, like lenders that have been really quiet.

But as soon as the company has money, they're going to come out of the woodwork and Sue. Uh, so I'm looking for stuff like that. I spot it because I know what to look for and an investor coming into a deal. They're going to do their own homework. They're going to hopefully like the industry they're going to hopefully have met with management, either on a call like this or in person, hopefully that resumes one day soon. And hopefully they've, um, maybe gone to see the facility, the sort of general business homework is this a company that I want to invest in for the fundamentals of the business, but also on the sort of, um, hap structure, corporate governance picture, which is where I would come in and help them package a company. Uh, do they look clean? Do they look investible, uh, the red flags or those that I mentioned and could also be big shareholders that have had issues or problems that are easy enough to research? Um, my firm, I've got great resources to do, um, background checks or just, you know, an initial quick sweep to see if we have any reason for concern and kind of once we're past fall, all of that, then we're at a place where we could start focusing on the fundamentals of the business and whether or not the investor feels good about it.

Paul Nicolini:

Andrea I'm in, in closing and it's been wonderful. Uh, you serve on the board of directors of the together one heart foundation. Would you like to talk about that for a moment,

Andrea Cataneo:

For sure. I also serve on the board of NEBA and I'm just going to give me a pitch. The national investment banking association has 9,000 active members and I am in connection with so many of them. So my clients benefit greatly from my ability to always reach out to NEBA members and tell them about that I'm excited about, or that I think they should be paying attention to. And I'm talking about, you know, selling groups and, uh, syndicators and people that either, whether they sit on the board with me or they're just members, those are great connections together. One heart is something I'm passionate about. It's a, an organization that was formed about 30 years ago to help traffic, women and girls primarily out of Cambodia and other developing countries. And this is just a worldwide problem, a human and sex trafficking. And, um, and Anna Lynn McCord, you may remember her from Beverly Hills [inaudible].

Andrea Cataneo:

She took this on, uh, probably about eight years ago and is our president. Susan Surandon is an active member. And, um, w what we're doing is really training and rehabilitating women. We're not in the rescue business anymore, actually through our efforts, the governments in these countries, they're now doing the rescue in, which is phenomenal. And then we come in with training, you know, what, get trained for a career, even if it's becoming a hairdresser, something that you can do to be independent, and you are worth your, your you're worth it. That's really the message that we're giving these. Some of these women are so young or freaking, uh, but, um, I'm happy that I'm able to help in this small, but important way,

JP Maroney:

Always in our network here at the show, we've got people that are listing watching also, even some of our other guests that go back and watch and listen to the show. They're looking to connect and do deals and have opportunities. What are the kinds of people that you would like to hear from, from the deal flow show, audience and fellow guests, people that you'd like to connect with to be able to do additional deals in your product,

Andrea Cataneo: 

I'm helpful to any growing company investors, um, in the public or capital market space, um, investment bankers, underwriters, but I've said this before. My true passion is really with the issuer, uh, any company that is not a startup, although I could probably handle one at a time, um, a company that's got at least a few years under its belt and is achieving things and has, uh, a, a business plan that has some real credibility, and that has maybe done their first round. And they want to be smart about their next race. They want to make sure that they're not diluting their company too much, giving too much of it away. That's the kind of guidance that I can provide. And if the company is in any number of industries that I have really become just more familiar with, uh, you know, health and wellness, alcohol, and, um, and food and beverages happened to be areas that I've, I've worked on a lot of transactions with also, uh, content and digital media. And, uh, there, the whole blockchain world is exploding. There are a lot of, a lot of deals in that space. I'm also passionate about that cannabis space, and you'll be hearing more about panel MSK is going to be launching with my knee at the home, the cannabis team where we'll be working on hemp CBD and cannabis related, uh, financings and eventually going public transactions.

JP Maroney:

Excellent. Well, Andrea was good to have you on the show. Um, if people want to reach out what's the best way, is it a website, LinkedIn? What do you, what's your best connection method?

Andrea Cataneo:

LinkedIn? I I'm responsive@ajcatnsk.com is my email address. And I welcome your emails. I am quick to respond, happy to get on a call and talk about what your hopes and dreams are. Um, that's, that's really what I enjoy. And I really look forward to hearing back from some of your audience. And I thank you guys so much for having me on this is really great.

JP Maroney: 

It was great to have you on, and I appreciate your taking some of the depth. Uh, you know, we have people from all walks and all parts of the capital markets, and some people have super in depth information. Some people have stories, uh, different people have passions and it's, it's made for a good, um, season one of the deal flow show. And speaking of which, if you're watching or listening to this episode of the deal flow show, you can get access to our archives as well as subscribe and follow us for future episodes@thedealflowshowdotcomthedealflowshow.com on behalf of our team here at the deal flow show and Harbor city capital, my cohost, mr. Paul Nicoline on J P Maroney. And we'll see you in another episode very, very soon. Take care everybody. Thank you, Andrea. For more episodes, visit the deal flow show.com and subscribe


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