Founded in 1992 by senior executives with entrepreneurial, line operating, and bulge bracket investment banking experience.
During the month of March 2010, Avalon, as the sole placement agent, raised Frederick's of Hollywood Group Inc. $3mm in common stock and warrants.
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S Corporation
An ownership entity governed by the rules of Subchapter S of the Internal Revenue Code. Subchapter S allows a Corporation to be taxed as a Partnership and thus escape corporate income taxes (and Double Taxation) if the Corporation meets the subchapter S criteria and elects such tax treatment.
S-1
The most complete registration statement filed by a company with the SEC. An S-1 is used when shorter form registration statements are not available to a company either because the company's financial characteristics require an S-1 or because the company has not been a public company for at least one year. Shorter form registration statements such as Form SB-1 and Form SB-2 can be utilized by small business issuers for both primary and secondary offerings.
S-3
A registration statement that is shorter and less complete than an S-1 and is available to domestic issuers that have been a public company for at least one year and satisfy certain other requirements, particularly a significant public float. An S-3 is also referred to as a shelf registration and may be kept current for a period of two years by updating the financial statements and disclosing any material changes.
S-8
A registration statement filed by an issuer to register employee share purchases and including stock option plans.
Sale
The sale of a company's business either by sale of all, or substantially all, of the company's assets, by sale of all of its stock, or by merger.
Secondary Offering
The sale of securities by a selling stockholder rather than by the company. The term is also used to describe public offerings of a company subsequent to the IPO, even though most or all of the securities are being sold by the company.
Secured Debt
Debt the repayment of which is secured because the borrower has provided collateral to the lender. Most loans from banks are secured loans in which the company has given as a security interest in its assets, including inventory, accounts receivable and machinery and equipment.
Secured Note
A note for which either real or personal property has been pledged or mortgaged.
Securities Act
The Securities Act of 1933, the federal statute that created the Securities and Exchange Commission and governs the original issuance of securities, including private placements, initial public offerings (IPOs), and exempt transactions.
Securities Exchange Act of 1934
The 1934 Act is the federal statute governing the resale and market activities of securities, including the purchase of securities through proxy solicitations and tender offers and the securities exchanges. The 1934 Act details ongoing reporting requirements for public companies and certain stockholders, including those for annual (Form 10-K), quarterly (Form 10-Q) and other (Form 8-K) reports to stockholders.
Securities and Exchange Commission (SEC)
A federal agency that regulates the United States financial markets and, among other things, promotes full disclosure and protection of the investing public against misrepresentation in the securities markets.
Security
As technically defined by the SEC, any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
Selling Memorandum
The document prepared by a seller and its advisors that describes the business for sale including its history, products, markets, management, facilities, competition, financial statements, product literature, and a review of its prospects. See also Offering Document.
Senior Debt
Debt that has contractually superior rights compared to other debt of a company. The superior rights can be with respect to priority of payment of principal or interest, or both, as well as with respect to collateral in which the holders of both senior debt and junior debt have a security interest.
Series
A division of a class of securities. Preferred stock is a class of security that is frequently subdivided into separate series that are sold at different times and that have different liquidation rights, preferences, prices, voting rights or conversion rights.
Service Corps of Retired Executives (SCORE)
A nonprofit association dedicated to entrepreneur education and the formation, growth and success of small business nationwide. SCORE is a resource partner with the SBA.
Site Visit
A visit to the location of a business usually under taken as part of the Due Diligence process. This is an important part of the purchase process in the sale of a business and of the process by which under writer advisors prepare for an offering of securities by a company.
Small Business Administration (SBA)
A federal agency that provides financial, technical and management assistance to help people start, run, and grow their businesses.
HYPERLINK "http://www.sba.gov/"
For information on the SBA.
Small Business Investment Companies (SBIC)
SBIC's are licensed and regulated by the SBA to provide federal funding for small businesses. They may borrow funds from the government at low interest rates and prefer to use those funds for loans rather than equity so that the loan repayments from the small business can cover the cost of SBIC's borrowing from the government.
Sole Proprietorship
An ownership structure in which a single person is involved, does not constitute a separate legal entity nor provide any legal protection. Like a partnership, there is no taxation at the proprietorship level and taxes are levied on the individual's income from the sole proprietorship.
Standard Industrial Classification (SIC) Code
A numbering system established by the Office of Management and Budget that identifies companies by industry. See also NAICS.
Stock Buy Back
When a company repurchases some of its shares.
Stock Dividend
A distribution to stockholders of a fraction of their shares in the form of stock. A stock dividend increases the number of shares outstanding but has no intensic economic value since each shareholder owns the same percentage of the company as before the dividend.
Stock Option Plan
A long-term performance incentive plan intended to align the interest of company employees and its stockholders by providing economic incentives to employees, directors, and consultants if a company performs well and the values of its shares increase to acquire common stock of the company at a fixed price and during a fixed term. Stock options are usually subject to vesting restrictions so that the option holder has an incentive to remain with the company for at least the vesting period in order to be able to exercise all of the options. Since options have value only if the stock price of the common stock that can be acquired increases, the option holder has an additional incentive, to help the company achieve operational and financial success.
Stock Purchase
A type of transaction in which the buyer purchases the shares of the target company, rather than an Asset Purchase in which the buyer purchases assets from the target company.
Stockholders' Equity
Accounting measure of the total of common stock, preferred stock, additional paid-in capital, and Retained Earnings. Represents the net Book Value of a company.
Straight-line Depreciation
A method of depreciation in which the depreciable cost of an asset is divided by the asset's useful life to determine the annual depreciation expense. Other forms of depreciation include sum of the years digits and double declining balance.
Strategic Acquisition
The purchase of an operating business that enhances the buyer's strengths or strengthens the buyer's weaknesses.
Strike Price
See Exercise Price.
Subordinated Debenture
A bond which ranks lower in priority than another debenture.
Subordinated Debt
Debt securities (also referred to as junior debt) that have granted superior rights in favor of another lender to the company (also called senior debt).The superior rights can be with respect to relative rights to receive payment of principal or interest (or both) or sharing rights with respect to collateral. The most universal feature of subordinated debt is that on a sale or liquidation of a company, the senior debt is repaid in full prior to any payments on the subordinated debt. Frequently, if the senior debt is in default, the senior lender has the right to receive payment of principal and interest prior to the lender on the junior debt. The senior lender may stop the company from making any payments on the subordinated debt until the senior debt is no longer in default. The precise terms of the subordination and the relative rights of the senior debt and junior debt are agreed to contractually and are the subject of significant negotiation and variation.
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