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DISCLAIMER: This Blog is a general communication of Keating and is not intended to be a solicitation to purchase or sell any security. The information contained in this Blog should not be considered to be part of Keating Capital's Prospectus. The offering and sale of Keating Capital's shares may only be made pursuant to Keating Capital’s Prospectus, which includes certain risk factors in the “Risk Factors” section of such Prospectus.

Submitted by Timothy J. Keating, Keating Investments, LLC

Public companies can enjoy many benefits, particularly significantly higher valuations and superior access to capital, compared to privately owned businesses.  These benefits are conditional on the existence of a “liquid” market for the company’s shares.  Illiquidity can prevent the stock of a smaller public issuer from achieving the higher valuations enjoyed by its peers, thereby negating one of the primary benefits of being public.  The goal of any publicly traded company, therefore, should be to have its stock become widely held, actively traded, fully valued, and covered by at least one research analyst.  But what exactly do these things mean? This white paper creates a framework for objectively defining and quantifying these terms and outlines a path to the holy grail of liquidity.

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Submitted by Margie L. Blackwell, Keating Investments, LLC

Recently, Faegre & Benson LLP, one of the 100 largest law firms headquartered in the U.S., and Baker Tilly Virchow Krause, a full-service accounting and advisory firm, sponsored an informative seminar and panel discussion regarding alternative going public strategies. Faegre speakers included Michael Coddington, Jason Day, David Miller, Donald Stewart and Jonathan Zimmerman.  Also included in the panel discussion was Rick Schweiger, Chief Operating Officer at Keating Investments; Octavio Cabral, Partner at Collins Barrow; Janis Koyanagi, Director of Business Development at the Toronto Stock Exchange; Rick Hartfiel, Head of Investment Banking at Craig-Hallum Capital Group; and Mike McKee, Partner at Baker Tilly.

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Submitted by Timothy J. Keating, Keating Investments, LLC

Entrepreneurs seeking capital to monetize and maximize their enterprise values have always faced a pivotal choice:  either sell out or go public.  Once upon a time in America, the default choice for a venture capitalist or entrepreneur worth his salt was easy:  go for the IPO.  In the last decade or so, however, the table has turned and the IPO has now become the exception rather than the rule.  This choice has profoundly adverse implications for American jobs, growth and ultimately competitiveness.  The stakes couldn’t be higher.  This white paper will argue that the benefits of going public—especially for smaller companies—vastly outweigh the costs and can represent as much as $100 million or more in lost value for a small company.

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Submitted by Rick Schweiger, Keating Investments, LLC

Now that President Obama has signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), publicly reporting companies with a public float below $75 million are permanently exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Under the Section 404(a) of the Sarbanes-Oxley Act, all public companies are required to assess the effectiveness of their internal control over financial reporting, while Section 404(b) required the company’s independent auditors to report on management’s assessment.

Since enactment, the provisions of Section 404(b) have been the source of much controversy, especially the anticipated compliance burdens on smaller reporting companies.  This led the SEC to delay the compliance date for Section 404(b) for smaller reporting companies several times.  While smaller reporting companies are still required to disclose management’s assessment of its internal control over financial reporting, the permanent exemption from the auditor attestation requirement is a significant victory for small public companies and for the future prospects of small business capital formation in the U.S.  And as an interesting aside, the Act also requires the SEC to study ways to reduce the burdens of compliance with Section 404(b) on companies with $75 million to $250 million in market capitalization.  Let’s hope this is only the beginning of much-needed small business regulatory reform.

The opinions set forth in the foregoing article do not necessarily represent the opinions of Keating Capital, Inc. or Keating Investments, LLC.

Submitted by Margie L. Blackwell, Keating Investments, LLC

I found the new information provided by Grant Thornton LLP’s Capital Markets Group in its updated U.S. IPO Market Study, released on June 21st, to be very interesting in light of the current condition of the traditional IPO market.  The release of Market structure is causing the IPO crisis – and more provides new and updated data that analyzes how the IPO market structure drives job losses.  The White Paper also addresses misconceptions about the impact of private equity, penny stocks and inflation on new public equity offerings.

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Opinion by Timothy J. Keating

Previously in this column, we had noted that in 2001 there was an average of 306 market makers quoting prices in stocks trading on the FINRA operated Over-the-Counter Bulletin Board (OTCBB). That number had dwindled to 199 at the end of 2008 and 160 at the end of 2009. As of April, the number stood at 135. There are now some 51,127 priced market maker quotes on Pink Quote vs. 9,615 on the OTCBB.

The OTCBB is now terminally ill; the faster that FINRA pulls the plug the better.

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Opinion by Timothy J. Keating

“Toto, I’ve a feeling we’re not in Kansas any more. We must be over the rainbow!”

If the Tech Bubble of 1999-2000 was the Kansas of the IPO market, then no, Toto, we’re definitely not in Kansas any more. But is where we are today really all that is on the other side of the rainbow? No, and here are a number of important silver linings that provide hope for a more robust and vibrant IPO market—particularly for small issuers.

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Opinion by Timothy J. Keating

We have written in the past about the many factors that have conspired to compromise the traditional, underwritten IPO, particularly for smaller issuers that raise less than $50 million in a public offering. The causes of the extinction of the small IPO include: Sarbanes-Oxley, Regulation FD and the Spitzer “global settlement” on equity research. But it’s not only the primary market that has been affected. Although less headline grabbing, the knock-on effects of these ill-conceived “reforms” have also had insidious impacts on the pillars of the aftermarket, namely research and trading.

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By Timothy J. Keating

For many years, the Ivy League has been known for its traditions, its gothic buildings, and, until recently, the mystique of its mammoth-sized endowments that consistently generated incredibly high returns in bull and bear markets alike. Ivy League and other large endowments, weighing in at billions of dollars, were able to achieve these extraordinary results by following what is often called the “Yale Model” for endowments developed by Yale University’s Chief Investment Officer, David Swensen, under which they invested heavily in alternatives such as private equity and hedge funds.  Until very recently, it seemed to some that the Yale Model was invincible.

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Opinion by Timothy J. Keating

The National Venture Capital Association recently published a 4-pillar plan to restore liquidity to the U.S. venture capital industry. The four pillars in the plan are: Ecosystem Partners, Enhanced Liquidity Paths, Tax Incentives and Regulation.

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