Speaker 3:
From the Library of the New York Stock Exchange at the corner of Wall and Broad Streets in New York City, you're Inside the Ice House, our podcast from Intercontinental Exchange on markets, leadership and vision and global business. The dream drivers that have made the NYSC an indispensable institution of global growth for over for 225 years. Each week, we feature stories of those who hatch plans, create jobs and harness the engine of capitalism. Right here, right now at the NYSC and at ICE's 12 exchanges and six clearing houses around the world. And now welcome Inside the Ice House.
Pete Asch:
The streets in front of the New York Stock Exchange have sprung to life over the past few weeks with businesses and tourists returning for the first time since really the summer of 2019. ICE has rolled out the welcome mat with a summer series that offers entertainment, music, and food to everyone visiting Lower Manhattan. Looks can be deceiving though. While the millions of visitors to the building have been missed, business has been humming along for months, and now we have the stats to prove it. New listings raised $68.5 billion, both all-time records for any six month period in the history of the Exchange. The Exchange has all also more than doubled its all-time count for direct listings with Roblox, NYSE ticker RBLX, Squarespace, NYSE ticker SQSP, and Zip Recruiter, NYSE ticker ZIP, of course. We've also seen 16 SPAC business combinations with $60 billion in enterprise value coming to fruition and listed 111 new blank check companies.
Pete Asch:
Our guest today, Craig Clay is President of Global Capital Markets for DFIN, the firm that serves as the wingman for many of these transactions and so much more. Their job is to make sure investors, companies and regulatory bodies have all the information they need to safely navigate the markets. Our conversation with Craig Clay on DFIN's role in supporting all the compliance needs to grow a startup from an idea to a publicly-traded unicorn, bringing automation and technology to reporting and the current state of SPACs. That's right after this.
Speaker 3:
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Pete Asch:
Craig Clay is the President of global capital markets for Donnelley Financial Solutions, NYSE ticker DFIN, a role he's held since the firm spun out of R.R. Donnelley five years ago. Prior to his current role, he served as the senior vice president leading the global capital markets and legal process outsourcing business for R.R. Donnelley. He began his career as a leading financial analyst for American Eurocopter. Craig, welcome to Inside the ICE House and thank you for joining us.
Craig Clay:
Thank you very much, Pete. It's great to be here. No better description than "wingman for the capital markets." So I think that's the best way you can summarize Donnelley Financial Solutions.
Pete Asch:
Perfect. It also went well with your early career in the aerospace industry.
Craig Clay:
That's right.
Pete Asch:
In the intro, I highlight some of the numbers, including the SPACs I began listing this year at an unprecedented rate before suddenly running out of steam. We're talking today, fresh off the 2021 SPAC Conference. What are investors sponsors and service providers like yourself, feeling about the space going into the second half of the year?
Craig Clay:
Many say SPACs rescued Wall Street from the COVID doldrums of 2020. And this sort of backwards IPO has really taken over the market. From a perspective of the $160 billion in dry powder that SPACs have raised in they're looking for transactions, it's created and really revitalized I think so many parts of the capital market. You mentioned some of the IPO listings.
Craig Clay:
It, I think, also bolsters the entire process of raising capital, whether you're doing that in an IPO or direct listing, whether you're raising a SPAC and considering them being acquired by that SPAC and then released back. It's revitalized the public company numbers in this country. If you think about the second half of 2021 and then beyond, it's going to be more of the same. Has there been a pause? Has there been some indigestion? Yes. Has the SEC been looking more closely at these SPACs? We can delve into that, whether it's warrants, whether it's a warning, it's celebrity SPACs. I think that's great because it means that the SEC is legitimizing and bringing confidence and transparency, which to your original question, only means that we'll continue to see it be a very strong part of the capital market.
Pete Asch:
You mentioned the celebrity aspect and I thought it was interesting. Sort of the story of 2020 was many ways SPACs and crypto, both of which have had this sort of celebrity influence, but really come from different places. The SPAC while it's trendy, actually was considered sort of an inside Wall Street style transaction, and really outdated a way to tap the market. So what about it really took off not only the pandemic, but we were starting to see it really in 2019?
Craig Clay:
As you mentioned, SPACs or Special Purpose Acquisition Corporations have been around since the 1990's. They're also referred to as blank check companies. They were the last stop on many companies' road of raising capital. It was the tool of last resort. That's all completely changed. It now has been a vehicle whereby investors are getting democratized access, the late stage venture companies. Previously, all of this wealth have been going to credit investors, qualified purchasers. So it's also allowing us as individual investors. The SPAC structure allows us to participate in later stage rounds that sort of heretofore had been reserved for VCs. So it's not just a company or SPAC buying an established company. It's also SPACs really investing from a perspective of life sciences from technology that's nascent. It really is in every way, the democratization and the opening up to main street, the investing which earns that had not been available to.
Pete Asch:
One of the things we've seen is not only the number, but the size. One of your clients, actually, Bill Ackman, launched Pershing Square Tonting Holding, which is a $4 billion, as you said, blank-check company. Do you think these larger SPACs are anomalous of the amount of pent-up money in the investment market right now or is this a trend you expect to see continue?
Craig Clay:
I think we'll see it continue because the Fed is committed to a current policy into the future. I think as well for the reasons I've mentioned, I think it's changed the perspective of a SPAC and the opportunity of a SPAC. I think we'll continue to see that being an active part of the capital market. So, a couple of other little things you touched - celebrity SPACs. So you've got Shaquille O'Neal as a SPAC. Today in the news, Commerce Secretary, Wilbur Ross, was talking about how he's targeting more in the small company from a SPAC perspective. You mentioned Bill Ackman and his $4 billion SPAC. An interesting thing there is that he's using it in a different way. He coined the term "SPARC," which is Special Purpose Acquisition Rights Company, which is just getting another asset classification for people to have the rights to acquire it at a later date. I think it continues. I think the celebrity aspect where you can be warned about it, typically these celebrities are partnered with terrific management teams. I think it's helpful. It brings attention to it.
Pete Asch:
You mentioned the SPARC, which a Bloomberg article described it as, and this is a quote, "Extremely complex, but a kinder model for investors." I mean, is this just a creative way for him to spend $4 billion or are we seeing the next sea change in the space?
Craig Clay:
For me, I think that the Bill Ackman, sort of twisty, not exactly a SPAC kind of deal. What it shows is the awesomeness of the capital market. It's efficient. He's using the SPAC tool to raise money and then deploy that in the way that he believes he can drive investor return. So I think it's creative. I think to me, what it says is you'll likely see other different use cases or sort of edge cases. The rights offering could take off. So it could be an instrument that you start to see in other SPACs, especially given the SEC's comments on warrants. Then we've also seen SPACs start to target assets that are within a company. So a SPAC and spend where they're actually buying a business unit and unlocking the value. Donnelley Financial DFIN was spun out of R.R. in 2016. Conceivably that could have been spun out into a SPAC versus spun out as a stand-alone company.
Pete Asch:
Going back to the SPAC Conference I started on, it actually featured the New York Stock Exchange's own Jennie Dong on a panel about exactly what you just said, this idea of using a SPAC to spin out a division or even take a previous acquisition and relaunch into it the public market. How does that make the transaction more attractive to the company?
Craig Clay:
In many respects compared to an IPO, the SPAC is much less risky for the company. You're signing a deal with just one person, the SPAC sponsor, for a fixed amount of money, what's in the SPAC pool at a negotiated price. Then you sign and announce the deal that probably gets done, period, off to the races. With an IPO, which I was involved in, you announce the spend, you start negotiating the size, the price, the carve-out that you don't know until after it's announced and start marketing. If things are going to go right or wrong, if it's going to be successful and embarrassment, that same thing is true for just a private company considering being acquired by a back or going public. It's just a very different road. The SPAC can be three to four months, whereas in the traditional IPO, can be a year certainly sooner and longer.
Craig Clay:
So the timelines are very different. So I think for the type of asset, the very first asset to do a SPAC and spin was Gores Holding agreed to merge with Ardagh Metal Unit, which they make cans for Lacroix and white Claw. So Gores, which is certainly a serial SPAC company and we're blessed to work with them and have a great relationship being their wingman. They pioneered the first one. You look at that and it's sort of a very traditional business unit, right? They make cans. I think that too, you could see these very traditional old world versus technology business units likely unlocking value and having greater value as a standalone than they did as a part of their parent company.
Pete Asch:
Speaking of unlocking value, to go back a little bit for Donnelley Financial, you mentioned it's a spin from R.R. Donnelley. I believe it took about a year between announcement and spend, so a little bit longer than you would've with a SPAC combination. But I WAS reading back some of the media coverage from five years ago and it described the Donnelley Financial section as, and this is another quote, "The smallest, but the real crown jewel among the three new entities." What was the decision behind splitting up R.R. Donnelley, one of the longest listed companies in the New York Stock Exchange I should add, and what part became what we now call DFIN?
Craig Clay:
I don't know who wrote that. I certainly would agree. It was a gem. Look, you had a wonderful historic company, R.R. Donnelley. I worked there. I started my career in this business unit, which was Donnelley Financial. So I was a part of this group throughout the time I was at R.R. Donnelley. It was always very technology-driven, very much driven on our virtual data room, our investment in A.I., which happened while we were still a part of R.R. Donnelley. Our tools such as active disclosure, where we're driving collaboration and filings. So our DNA was always very different from the beginning. It did start as financial printing. Decades ago, we used to print many, many books and distribute them whether they were proxies or M&A or IPO documents. It's birth was out of the print DNA of R.R. Donnelley.
Craig Clay:
If you go back to the original announcement, it was about unlocking value. It was allowing the three groups to specialize. I think you see, certainly you can look at how DFIN's done over that journey. It's been a journey. So, you're put out in the public markets. You have a lot of work to do, but if you look at our latest earnings call and earnings results, we're really proud of the work we've done with continuing to drive software revenue, recurring revenue, paying down debt. We're really proud of the work that we've done since October 2016.
Pete Asch:
How do you take that experience and then translate that when you're talking to some of your clients today looking to do either a similar spin out or some other kind of complex transaction?
Craig Clay:
I think it allows us to talk with empathy that we've been there. We've been through the process. It's very rewarding. It's very stressful. We use our own tools, right? So you have collaboration, version control and security and distribution and roadshow, investor calls. It is a pretty intense process. Back to the comment of wingman, you need the flexibility of having a company who's sole focus is helping shepherd you through this, in that you don't have all of the people and the staff to have this be seamless. We operate 24/7. Our people, our service, our technology, we have regulatory experts. It's both a technology backbone as well as the service team and people who know that this has to happen before that. You have two hours on this and these checklists have to happen before you're on the road show it. It's just a very collaborative process that we're fortunate to be able to work with our clients on.
Pete Asch:
It differs between an IPO and a SPAC, which is something I wanted to get into. Sometimes coincidence and causality can often be mixed up. What we have seen in this SPAC slowdown is the return of the traditional IPO, particularly in technology, which has long been kind of a laggard in following that classic roadmap from private to public. Is there a relationship between those two trends or are they just being governed by different forces that just happen to have coalesced?
Craig Clay:
It's all sort of working in concert. I think it does feel very much like the questions being asked of SPACs cause a slowdown and cause indigestion. Then you see the sort of uptick in IPOs in general and then especially technology IPOs. I think that was in process regardless. I think that those companies aren't looking to be acquired by a SPAC and then making that decision. I think they were on that journey. I think the summer and into the fall, there's a lot of unicorns and sort of big brand names that are lined up that we're always intending to be a traditional IPO. I think it's mostly just the course that they were taking versus that anything that has to do with the SPAC slowdown. Luckily, coming out of that, if you look at the numbers from March to April to May, to what we expect to be a full year, full month gem and Q2, there is a bounce back, albeit not to the Q1 insanity, but to something that I think is more sustained going forward.
Pete Asch:
Whether we're talking SPAC combinations, IPOs or direct listings, which we've not touched on yet, the pipeline is primed seemingly for years to come. Is this that turning point? We're finally seeing that after almost 30 years of a declining number of public companies, that the overall number of public companies will stabilize and then begin to increase?
Craig Clay:
I think it is a change to the number of public companies that we have in the United States. I think it's terrific. I think that again, it's giving main street investors access to more companies, earlier companies. Will there be volatility? Yes. Will there be something that isn't successful? Of course.
Craig Clay:
I think on the other side of that, you'll find huge returns in some of these places where people place bets. Again, like the VC world where bets are placed and amazing returns happen. I think you'll see that in technology. I think you'll see it in life sciences. It's just a change in the overall market. When you think about the dry powder that I mentioned, the billions of dollars, potentially approaching trillion in dry powder, to acquire companies, you have hundreds of companies that are pending pricing their SPAC. You have hundreds of companies that are already priced and looking. I just think it sets it up to be a terrific sustained change in the market. Having been in this business and seen the dot-com bust and the financial crisis, you can always say there's a new paradigm. Then Pets.com is gone. You have to be careful when saying that, but I do think there is an opportunity certainly given the collection of the COVID crisis monetary policy.
Pete Asch:
Well, and that new monetary policy also comes with increased regulatory issues, which after the break, Craig Clay, DFIN's President of Global Capital Markets, and I will discuss how his firm helps clients navigate the path from private to public and provide end-to-end solutions for their compliance and other business needs. That's all right after this.
Speaker 5:
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Speaker 6:
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Pete Asch:
Welcome back. Before the break, Craig Clay DFIN's President of Global Capital Markets and I were discussing how defend and the SPAC space has evolved. Ironically, and you'd actually touched on this, as trading became more digital over the decades, the New York Stock Exchange had to open an archive that filled with thousands of boxes, many produced by R.R. Donnelley, of filings and legal forms that were required for every public company to list on the Exchange by the SEC. How are you working to automate the SEC filing process and replace those mounds of paper with digitized, secure repositories, with tools like Venue and Edgar Online?
Craig Clay:
I can't imagine anybody has printed paper anymore. The tool rules that DFIN WAS building and creating and certainly advocating for our clients to use pre-pandemic and the years before, ActiveDisclosure, which is we have a new version of our disclosure platform that is built from the ground up with our clients input. We've hit the ground running. It's a cloud-based financial reporting software that we think is transforming this regulatory environment that you talked about. Everything is within that cloud-based instance. So it's a terrific opportunity to make our clients' lives easier and allow them to save time. It links to all of their documents, which are typically output from an ERP. It saves time. It saves money. It saves the agitation of having to worry about is this the right number because it's pulled directly from the source and then it's filed with the SEC and then certainly that's where the Exchange is pulling that information. It's a completely seamless integration that's providing intelligence and insight along the way.
Pete Asch:
One of the things that's happened over the last couple years particularly is the use of virtual data rooms. I was kind of wondering about what are your expectations for that? Because on one hand, I think overall businesses have become more comfortable working in a digital environment, but also the impetus for that growth is no longer as pressing. Remote business seems to be diminishing. Most of the financial firms seem to be coming back to either a hybrid or fully in-office.
Craig Clay:
Buyers who are looking at an asset, certainly are no longer going to a physical deal room where they were looking at paper. So that's only now been, I think, completely closed by the last 15+ months during the pandemic. So a virtual data room and ours is called Venue is really the only way for companies who are thinking of selling an asset to really professionally put it together. If you think about companies who are considering being acquired by our SPAC or SPACs, who are going out, we have many of our clients who will send to those companies their interest in them, or the inbound calls or companies are interested in being acquired by that SPAC, they'll send them a contact for DFIN's Venue. Here's the room. Here's what we require in that room. So here's a template of the things that they, as a buyer would want to review and look at.
Craig Clay:
And our Venue VDR is different from most. It's the only one that has built in A.I. Analytics. So we acquired a company called eBrevia that provides insights into contracts and the documents. It's founders created it because they were M&A attorneys. So with this integrated into the VDR, you can get amazing due diligence just with the push of a button. You can get change of control. You can find out all about their lease obligations. You can look at libel, which is a big, hot topic right now as that looks at changing at the end of this year. So it's speeding the review of it. It's putting things more in the forefront. It's making things more accurate. It's just a really great collection of technology to power, not just the sellers, but also the buyers.
Pete Asch:
You mentioned acquiring eBrevia, but in March, you actually announced a partnership to advanced automation of your finance reporting tools. When you're looking to improve a service or a product, how do you determine whether to develop a technology in house purchase it like you did eBrevia, or partner with another company like you did with FloQast?
Craig Clay:
It's a great question. I mean, you have to have a strong report card of buy/build/partner and we do. Oftentimes, what we go into the market with is really driven by our clients. So we look at our clients who are leading edge and using the best of technology and FloQast, which is the accounting workflow automation tool, where we partnered, it completely makes sense to partner with somebody who's every single day objective is to innovate and make that market better. So they're really transforming this pre and post IPO technology market. We think back to our conversation about what's going to happen in 2021 and 2022 and let's change in the economy to this new economy. FloQast is at the leading edge of that.
Craig Clay:
One of their clients highlighted is GrubHub. They're using FloQast. FloQast is outputting to documents that are linked within DFIN's ActiveDisclosure. It just creates this seamless suite from their accounting tool, all the way to the SEC filings. It gives GrubHub confidence that again, there's only one source of the truth that that's in their SEC filings. It's in their formal reporting. So it's board reporting and things that they link and distribute internally. It's just this great collection of technology. It didn't make sense for us to build that. It makes sense for us to partner with that as our core is really regulatory collaboration on documents. The accounting piece sits on the side of that. The same thing with A.I. I mean, eBrevia had made amazing strides and we partnered with eBrevia to see if we could create a collection of technology that benefited our clients that was working really well. So we invested in eBrevia. It continued to work really well and then we acquired eBrevia.
Pete Asch:
As you're thinking about acquiring and partnering for expertise, one of the things I was wondering about is there's some similarities between transactions, but how did your company ramp up to be that wingman for all these companies that are trying to de-SPAC as that practice went from really a rarity to the dominant private to public transaction over 2020? What are some of the successes that you had, either early on or more recently?
Craig Clay:
The early on successes that we had were around creating this virtual IPO, virtual SPAC, creating the environment where all of this could happen with high velocity and great technology that didn't create any pain points for our clients. So, the technology that we had in advance the pandemic really was a foundation. Our service team always prepared when this market took off. Then all we had to do was add in a collaboration video tool, like Zoom or Teams, really whatever our clients, preferred. And we integrated our technology with that. We would have breakout rooms, collaboration rooms. The collaborative tool that you've had on your desktop was then visualized within Teams and within Zoom. Then, we were off to the races. In many ways, the work from home environment allowed our teams to be more productive. We're big believers at DFIN that our team at home and during this pandemic has been immensely productive.
Craig Clay:
We don't need to see our employees to know they're working because they're producing just such great results for our clients and great service with our clients. What we've seen this week, just to continue building on that is we've seen a return to this hybrid. We have offices across the globe. Our office in New York this week is hosting several different client groups working on various stages of a SPAC or de-SPAC. They're in our conference facilities. We have Zoom boards in the conference facilities. So some people are remote joining on Zoom boards. We have one massive conference room that has Zoom boards lining the entire room. So it's creating this collaborative feel again with our technology collaboration tool, ActiveDisclosure, as well as then Zoom bringing everybody together. And some people being physically together.
Pete Asch:
We've mostly been focusing on how DFIN helps NYC's listed clients and soon to be listed clients navigate going public and meeting compliance standards. That ActiveDisclosure you mentioned earlier is now being paired with a product that would actually help ICE's core energy business. What is FERC Pro and how does it automate and ensure compliance in the energy space?
Craig Clay:
We announced, again, a partnership with FERC Pro. We think it was the best opportunity for us to provide your energy clients a solution. It takes all of the data. It has an analytics tool and now energy companies are having to report to a Federal Energy Regulatory Commission or FERC. So it is allowing this collaboration. It's allowing the necessary tagging of those documents in XBRL. It's cost effective.
Craig Clay:
Again, very similar to reporting to the SEC, it's allowing this collaboration, one version of the truth and allowing a precedent library. We're able to see what your peers are doing and comply with this new FERC requirement. Our business is helping companies comply, reduce risk, help them be compliant. This really sets us apart in the energy space. We anticipate that we'll see regulation continue, but we'll continue to provide solutions like that, whether it's ESG, whether it's the Financial Transparency Act, which currently is being reintroduced, which would only accelerate reporting to other agencies. This is going to be again, a permanent change in the marketplace, which provides transparency of how our tax dollars are being spent and as well as how companies are reporting to the government.
Pete Asch:
Do you track or have a sense for how much more accurate your tools you're able to make companies? I read an article you actually wrote back in 2018, in which you cited I think 20% of annual reports filed the SEC were kicked out and had to be resubmitted, which both gets people in trouble with the SEC and also it costs a lot of money.
Craig Clay:
We track our accuracy in XBRL filings as an example, through a number of third parties. So we are always ranked at the highest level of accuracy. So it's, again, third party readiness, not DFIN. It's our belief that when you provide great tools that allow transparency and consistency, your accuracy goes up and we've proven that from third party analysis. You also then get into efficiencies. So we're tracking that as best we can. We publish the efficiency gains on the eBrevia side. We've reduced review time by 67%. Where does that come from? We set up ways of having our clients in the M&A space measure pre and post review time or billable hours. It's something that we're very focused on because we think, again, of all of this sort of bank like security collaboration ability to do your job faster is all expected. Then how can we show our client that we have the metrics and the proof points to work at DFIN versus a competitor.
Pete Asch:
You've recently announced launch of ContractTracker, which is aimed at bringing that A.I. Intelligence to small businesses. How does that product work and is that designed to give the little guy, the tools to compete with their larger clients?
Craig Clay:
It is designed to give the little guy access to the same great artificial intelligence that powers large enterprise solutions that they likely don't have access to because they're too expensive. It is targeted at a company that has like 400 contracts, and those could be leases associated with sites where they franchise, it could be employment contracts. It's pre-populated with things that they would be interested in knowing about lease expiration and contract expiration. So it's instantly making them more efficient and valuable in how they manage their contracts. These small companies are keeping these contracts on a hard drive or in free service storage tool; not good from a security perspective and then very manual as far as getting insights and being able to manage their business. So, it's something that right now is limited to large corporations and how they manage their contracts. We're bringing it to the small and medium sized businesses.
Pete Asch:
In the five years since you've become an independent company, you've grown, as you've mentioned. Where do you see the biggest opportunities moving forward for DFIN?
Craig Clay:
I think our biggest opportunity is that we have the brand permission across the most important documents that companies, law firms, investment banks are dealing with, whether they are transactional in nature like we've talked about M&A, SPAC IPO, or whether they're compliance in nature, a 10q, an 8-K, a proxy and annual report. We're helping our clients be more efficient in those spaces. We're helping them collaborate. We're giving them enormous competence around security, but then most importantly, we're helping them with regulatory compliance and risk mitigation. This year we had new rules that were required in the 10-K for human capital. We're helping our clients know what those rules mean. We're providing them what their peers are doing, and then we're helping them be compliant and file. We see ourselves as replicating that. Again, whether next year it's ESG, it's another regulatory requirement like FERC. We think we can help our entire spectrum of clients be more efficient, give them confidence and provide them a wingman when they need it, which is someone on their team to shoulder some of that work in these most pressing times.
Pete Asch:
So finally, we began the conversation, talking about trends and SPACs. If we have you on in five years, what do you think will be the biggest story in finance in the capital markets?
Craig Clay:
I think five years ago, I wouldn't have said SPACs. So I've been in the capital markets a long time helping our clients. We've seen a lot. We've seen the instruments of every product and combination be used. I remember when high yields was called junk bonds. So often things that have a bad reputation are polished off. I think SPACs are in a similar place right now. So I think what we'll see is I believe an increase in public companies. I think the technology that we're providing helps companies have it be less onerous, which then allows, I think the stigma of being public as difficult and time consuming. I think companies like DFIN and the technology that we're offering can help power the capital market in the U.S. to have more public companies and give more access to these companies to mainstream investors.
Pete Asch:
Well, we'll just have to see what happens and have you on in five years. Thanks so much, Craig, for joining us Inside the ICE House.
Craig Clay:
Thank you very much, Pete.
Pete Asch:
That's our conversation for this week. Our guest was Craig Clay, President of Global Capital Markets for Donnelley Financial. That's NYSE ticker D-F-I-N. If you like what you heard, please rate us on iTunes so other folks know where to find us. If you have a question or comment that you'd like one of our experts to tackle on a future show, email us at [email protected] or tweet at us @ICEHousePodcast. Our show is produced by Stephan Capriles with production assistance from Ken Abel and Ian Wolf. I'm Pete Asch your host signing off from the Library of the New York Stock Exchange. Thanks for listening. Talk to you next week.
Speaker 5:
Information contained in this podcast was obtained in part from publicly available sources and not independently verified. Neither ICE nor is affiliates make any representations or warranties express or implied as to the accuracy or completeness of the information and do not sponsor approve or endorse any of the content herein, all of which is presented solely for informational and educational purposes. Nothing here in constitution offered to sell, a solicitation of an offer to buy any security or a recommendation of any security or trading practice. Some portions of the preceding conversation may have been edited for the purpose of length or clarity.
