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  • schedule 90 minutes

PIPE Transactions and Registered Direct Offerings: Alternative Capital Raising, PE Investment Opportunity

Issuer Requirements, Structuring Concerns, Key Terms and Negotiating Points

$347.00

This course is $0 with these passes:

CLE
ALL
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Description

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.

Presented By

Eleazer Klein
Partner
McDermott Will & Schulte

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.

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Gregory Sichenzia
Partner
Sichenzia Ross Ference, LLP

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.

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Mark D. Wood
Partner
Katten Muchin Rosenman LLP

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.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, August 6, 2020

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Pros and cons of PIPE transactions and strategic uses
  2. Issuer requirements and investor due diligence
  3. PIPE terms and negotiating points
  4. Registered direct transactions
  5. 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?