PIPE Transactions and Registered Direct Offerings: Alternative Capital Raising, PE Investment Opportunity
Issuer Requirements, Structuring Concerns, Key Terms and Negotiating Points
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Thursday, August 6, 2020
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will examine the mechanics of traditional private investments in public equity (PIPEs) as well as registered direct offerings. The panel will discuss short-term advantages and follow-up obligations for issuers, key terms, and issues for investors to consider when engaging in these transactions.
Mr. Klein is co-chair of the firm’s global Shareholder Activism Group. He practices in the areas of shareholder activism, M&As, securities law and regulatory compliance. Mr. Klein represents activists, investment banks and companies in matters ranging from corporate governance and control to proxy contests and defensive strategies. He works on numerous activist campaigns and related transactions every year for some of the largest private investment groups and investment banks in the U.S. and abroad. In addition, Mr. Klein advises on PIPEs, IPOs and secondary offerings, venture capital financing, and indenture defaults and interpretation.
Mr. Sichenzia counsels public and private companies in all securities laws matters, and he has also been responsible for structuring innovative merger and acquisition transactions. He represents companies and investment banks in initial public offerings of securities and represents public companies in “PIPEs” and the resulting resale registration statements associated with these financings. He has worked closely with the SEC staff in establishing guidelines for PIPEs transactions. Additionally, he actively represents FINRA member broker-dealers in various matters with regulatory agencies.
Mr. Wood is head of his firm's securities practice and concentrates in corporate and securities law. He represents public companies, issuers and investment banks in IPOs and other public offerings of equity and debt securities and other securities matters. He also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and strategic alliances. He is a leading practitioner in representing investors, public companies and placement agencies in PIPE transactions. In addition, he also counsels public companies on securities law compliance, disclosures, corporate governance and compensation-related issues.
PIPEs and related transactions are gaining in popularity in the current market. They offer quick execution and access to capital because they are either exempt from registration under the Securities Act of 1933 or done as a "registered direct" transaction using an existing shelf registration. Given the need for quick access for capital and the difficulties of public reporting during the COVID-19 pandemic, PIPEs have become particularly attractive.
PIPEs provide hedge and private equity funds with an efficient way to make a substantial one-off investment in a public company and negotiate the terms of purchase. Key terms include pricing, deal structure and protective provisions, and possibly board seats and other control rights. Deal size may trigger shareholder approval requirements or SEC beneficial ownership reporting requirements; investors must analyze these issues when structuring the transaction.
Issuers might prefer to sell securities through a registered direct transaction, if a shelf registration is available, to avoid the need for future registration for resales (restricted securities are issued in PIPEs requiring a subsequent resale registration statement). Well known seasoned issuers, or WKSIs, may be able to file a new registration statement so they can immediately proceed with an offering. Counsel must fully understand the legal issues around registered direct transactions as well as the resale of PIPE securities.
Listen as our authoritative panel looks at market and legal trends in PIPEs and related transactions as a financing alternative. The panel will discuss issuer requirements and investor due diligence, PIPE terms, and negotiating points for both traditional and nontraditional PIPEs.
- Pros and cons of PIPE transactions and strategic uses
- Issuer requirements and investor due diligence
- PIPE terms and negotiating points
- Registered direct transactions
- Other structuring considerations
The panel will review these and other key issues:
- What are the key advantages of PIPE transactions over a traditional offering of securities?
- How has COVID-19 impacted public offerings of securities and the use of PIPEs as an alternative financing vehicle?
- What are the essential terms and negotiating points for traditional PIPEs?
- Why might a registered direct transaction be preferred over a standard PIPE transaction? Are there any additional registration requirements?
Related Courses
Structuring Uptier and Drop-Down Financing Transactions: Crafting Loan Terms to Manage Exposure and Mitigate Risks
Thursday, May 29, 2025
1:00 p.m. ET./10:00 a.m. PT