Lynne Bolduc Appears on the Deal Flow Show to Share How She Structured Over $1 Billion in Business Transactions
November 2, 2020
Lynne Bolduc of Fitzgerald Yap Kreditor LLP recently appeared on episode 15 of “The Deal Flow Show” podcast and shared her experience as a premier California securities attorney with structuring over $1 billion in business and financing transactions.
More About Lynne
Lynne Bolduc is a Partner of FitzGerald Yap Kreditor LLP. Over the past 25 years, Lynne has established herself as one of the premier corporate and securities lawyers in California. She has structured and implemented over $1 billion of business and financing transactions and has represented both domestic and international clients in complex transactions across multiple industries. She represents both private and public companies, as well as investment banks, broker dealer firms, registered investment advisors, venture capitalists, private equity funds, and other financing companies.
Some key points that Lynne shared on The Deal Flow Show Podcast are:
The importance of trusting your instincts
The one clause that should be in every contract
The difference between a firm commitment and a best efforts IPO
Her unique perspective on virtual road shows
Below are some highlights from the podcast. To listen to or watch the entire episode, click here:
About the Episode
JP Maroney: “What made you go into law?”
Lynne: “I started working at my father’s law firm when I was 15 years old. So, when I say I’ve been doing it all my life, I really have.”
Paul Nicolini: “Can you speak of the difference between a firm commitment and best efforts offering?”
Lynne: “A firm commitment IPO. Those are rare, at least in the small cap world, because in a firm commitment, the underwriter, the investment bank, buys the shares themselves at a discount and then sells them at the full retail price. That’s different than a best efforts because in the best efforts deal, the underwriter agrees to use its best efforts to sell the shares. So, there’s no real amount. Let’s say the maximum offering is $50 million. Well, I’m going to use my best efforts to try and sell $50 million worth of your stock but you may or may not get that. But if it’s a firm commitment for $50 million, they’re giving the company a check for $50 million less their discounts. It’s a discount in a firm commitment versus a sales commission because remember they’re not selling, they’re buying at a discount.”
Paul Nicolini: “As rare as they are, what are the factors in this deal or others that get a firm commitment that tend to put them into that category?”
Lynne Bolduc: “In this deal, in particular, the company is of course revenue-generating and profitable. They had a lot of plans for the future. They have a lot of acquisition targets and they’re on pace to do secondary financing, even though we just closed their initial yesterday, and they’re in the real estate industry.
That’s something that I’ve noticed for deals during the last 25, 30 years since I’ve been doing them. It’s whatever is hot in the economy, trending, where the successful deals happen. For example, 25 years ago, everyone was doing dot.com deals. Then we did a lot of oil and gas deals. Life sciences then got really popular. Those are still popular today, but in the last few years, say three, four, or five years, I have done more securities transactions, private and public, in the real estate industry than in my entire career. And as you may have noticed, real estate improved during the pandemic, I mean, everybody wants to buy a house now, but in the country, but that’s really why this company got a firm commitment. It was trending; like the brokers say, it had sizzle as well as fundamentals.”
JP Maroney: “How are you seeing an evolution? Not just from COVID, but an evolution of the deal-making process in the digital space today? What changes from using technology platforms and things like that from the old school way of doing business?”
Lynne Bolduc: “In a way, it generates a lot more emails because now, you’re not sitting together working on something or making changes and going back and forth. So, I think the workflow is a little more intensive. It’s a little more challenging from a document perspective to collaborate on things.
A lot of people have been slow to adopt, you know, screen sharing. So, I can sit here and point at this word you might want to change. That has been a challenge.
The rest of it has worked very well. I think that people are able to do things quicker using the technology. You don’t have to wait for people to fly around. For due diligence, you put all of the documents in your data room, then the underwriter and all of the selling group members review them. That was always online. So that really wasn’t new at all, but it’s been the collaboration. That’s been a challenge, a lot of emails and phone calls, and we could probably all get better at using virtual meetings and screen sharing to collaborate.
But I think overall, it’s been a help and not a hindrance because I think we’ve been able to get more done this way because we don’t spend time and money traveling.”
JP Maroney: “How do you respond to setbacks and failures for yourself? When a deal doesn’t go like it should, or a relationship in business doesn’t work out or a project for a company, anything like that, where you hit the wall, what is your process for mentally working around that and continuing?”
Lynne Bolduc: “You learn from every failure and disappointment that you have. Don’t judge a book by its cover. Don’t take everything at face value. If something smells funny or seems odd, it is odd. There’s a problem. So, it’s just the same, you know, I guess it’s all just chalk it up to experience. It’s disappointing at the time, but you have to learn from it and move on. There’s another deal right around the corner.”
Click here to listen to the entire episode or click here to watch the video of Lynne’s episode.
