You are previewing PIPEs: A Guide to Private Investments in Public Equity: Revised and Updated Edition.
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PIPEs: A Guide to Private Investments in Public Equity: Revised and Updated Edition

Book Description

Private investments in public equity (PIPEs) offer a practical financing alternative for companies seeking capital and a unique asset for investors. For practitioners who know how to identify and execute transactions, PIPEs present a growing opportunity.

This revised and updated guide presents the views, voices, and invaluable expertise of leading practitioners from all specialties in the field. The book is divided into three parts: "The Business of PIPEs," which provides a historical backdrop and overview; "Regulatory Landscape and Structural Alternatives," which details the legal framework and transaction structures; and "Deal Flow," which offers the investor's perspective on negotiating deals.

With detailed discussions, ranging from the origins of the marketplace and deal structures to legal considerations and due diligence, and from finding new opportunities to trading strategies, this book provides a clear window to the inner workings of this active area of the small-cap market. Investors, financial analysts, investment bankers, corporate and securities attorneys, and executives of public companies will find substantial value in the pages of this book.

Table of Contents

  1. Epigraph
  2. Praise
  3. Title Page
  4. Copyright Page
  5. Dedication
  6. ABOUT THE EDITORS
  7. ABOUT THE CONTRIBUTORS
  8. Acknowledgments
  9. Introduction
    1. What Is a PIPE?
    2. How to Use This Book
  10. PART ONE - THE BUSINESS OF PIPES
    1. CHAPTER 1 - Overview An Emerging Market
      1. Some History
      2. Structural Considerations
      3. Documentation
      4. Issuers
      5. Investors
      6. Pricing and Post-closing Considerations
      7. Regulatory and Other Considerations
      8. The Future of PIPEs and RDs
    2. CHAPTER 2 - The Marketplace A Statistical Summary
      1. The Size and Shape of the PIPEs Market
      2. Public Corporations (the “Issuers”)
      3. Investment Managers and Funds (the “Investors”)
      4. Investment Banks and Placement Agents (the “Agents”)
      5. Security Types
      6. Industry Sectors
      7. Price Types
      8. Downside Protection Versus Price Protection
      9. Enhanced Redemption Rights and Antidilution Protection
      10. Outlook
    3. CHAPTER 3 - A Historical Perspective The Bubble, Converts, and the Birth of Structured PIPEs
      1. Structural Inefficiencies
      2. LESSONS LEARNED (PART 1)
      3. LESSONS LEARNED (PART 2)
    4. CHAPTER 4 - The Players Issuers, Investors, Agents, and Regulators
      1. Issuers
      2. Investors
      3. Placement Agents
      4. An Evolving and Adaptive Market
  11. PART TWO - REGULATORY LANDSCAPE AND STRUCTURAL ALTERNATIVES
    1. CHAPTER 5 - The Law Legal and Regulatory Framework
      1. Legal and Regulatory Framework
      2. Executing Private Placements, PIPEs, and Other Hybrid Transactions
      3. Conclusion
    2. CHAPTER 6 - Fundamental PIPEs Typical Structures and Transactions
      1. Two Types of Structures
      2. Types of Securities
      3. Issuance Structure and Conversion Price
      4. Registration
      5. Penalties
      6. Redemption, Repurchase, and Forced Conversion
      7. Covenants
      8. Other Legal Issues
      9. Documents
      10. Term Sheets
    3. CHAPTER 7 - Registered PIPEs Registered Direct Transactions
      1. The Shelf Registration
      2. Public Equity Lines
      3. Conclusion
    4. CHAPTER 8 - Litigation Strategies Managing Litigation Risk and Addressing Other Investor Concerns
      1. History of Litigation and Other Proceedings Involving PIPEs
      2. Litigation Strategies
      3. Drafting the Deal to Protect Against Litigation
      4. Implications of Recent SEC Developments Affecting PIPEs
      5. Conclusions
  12. PART THREE - DEAL FLOW
    1. CHAPTER 9 - Managing Risk Securities Structures, Trading, and Deal Documentation
      1. Structures Utilized
      2. Trading
      3. Documentation
      4. Due Diligence
      5. A Summary of Risk Management
    2. CHAPTER 10 - Due Diligence and Valuation Policy Caveat Emptor Squared
      1. Ten Commandments
      2. The Specialists
      3. Financial Skepticism Is the Best Medicine
      4. Management: The Spin Doctors
      5. The Truth Shall Set You Free
      6. Criteria for Thoughtful Due Diligence
      7. The Business of Valuation Policy
    3. CHAPTER 11 - Reverse Mergers + PIPEs The New Small-Cap IPO
      1. Why Now?
      2. Basics of Reverse Mergers
      3. Advantages and Disadvantages
      4. Legal Issues and Traps
      5. How to Get Started
      6. Conclusion
  13. AFTERWORD
  14. GLOSSARY
  15. INDEX
  16. ABOUT BLOOMBERG