Royalty Flow's Plans to Go Public Spoiled by Reg A+ Failures, Says CEO

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Eminem performs on stage during the MTV EMAs 2017 held at The SSE Arena, Wembley on Nov. 12, 2017 in London.

The IPO had intended to offer investors a piece of Eminem's royalties.

Royalty Flows plans to go public with its start-up business model dependent on royalties from Eminem music had the rug pulled out from under it, according to a blog post by Matthew Smith, the CEO of Royalty Exchange, the parent company of Royalty Flow.

As it is, Royalty Flow completed the acquisition of an income stream of 25% of Eminem royalties paid to FBT Productions, the Bass Brothers company that often works with and produces Eminem’s music, from the artist’s studio albums released between 1999 and 2013 via Aftermath Entertainment/Interscope Records. As part of that deal, Royalty Flow was to pay $18.75 million for that income stream; and it apparently used internal funding to make that purchase, instead of funds raised from an initial public offering as planned. According to the company, that purchase will be completed with installment payments.

He continues, after receiving a tentative approval to go public this week via a Regulation A+ offering, last Wednesday NASDAQ "pulled the rug out from under us, revoking the provisional approval it had issued to us months before," Smith said. According to the blog, it was the route that Royalty Flow had chosen, via a Regulation A+ offering that has proven to be the problem as companies that went public that way have mostly proven to be embarrassing failures, while the "only success story of the Reg A+ era was accused of being a scam, according to Smith.

Reg A+ was supposed to be a way to let companies dependent on crowd funding have a way to get listed publicly, as long as it adhered to some financial requirements but ones that were not as onerous as those required from a formal initial public offering. 

In the case of Royalty Flow, "the purpose of the [stock offering] was to raise the capital required to secure the initial Eminem catalog asset, with enough left over to acquire additional catalogs in our pipeline," Smith said in the blog. "But, because of the incredible delays we experienced, Royalty Exchange fronted all of the capital required to exercise the option, and has held this asset on its balance sheet waiting for the Flow offering to complete."

An offering that will now never be completed, or as Smith put it, "Like it or not, Reg A+ is dead."

Read the full blog post here.