The PIPEs Conference 2024

Presentation

Opening Remarks

Panel

PIPE Deal Structures: Customary (and Not-so-Customary) Deal Provisions in the Current PIPE Market

• Overview of prevalent deal structures in the current PIPE market
• Discussion of how private placement transaction terms have changed over time
• Highlights of some of the more important deal provisions, depending on the nature of the underlying investment
• Discussion of hot sectors, and notable transactions

Panel

State of the SPAC Market

• In-depth discussion of key aspects of the new SEC rules
• Understanding important changes to both the IPO and de-SPAC process, and what those changes mean for PIPE market participants
• Discussion of recent SPAC transactions including successes and failures
• Overview of key differences in deal structure and changes to who bears legal liability
• What the SPAC market might look like in 2025 and beyond

Roundtable

Discussion of the NVCA’s New Model Deal Forms for PIPEs

• Overview of the National Venture Capital Association’s model legal documents designed to reduce transaction time and costs
• What transactions are the model forms good for? And what are some of the notable provisions?
• Importance of establishing industry norms to avoid bias, offer various financing options, create consistency in documentation
• How the NVCA updates its model documents based on changes to corporate law, specific case law, and other factors

Presentation

PIPEs & Confidentiality Agreements: Wall Crossing, Trading Restrictions, and Common Provisions Covering Agents and Investors

• The wall crossing process and sensitivities for potential investors
• Use of MNPI, trading restrictions, industry standard terms and their potential consequences
• Cleansing, drop dead dates and trading
• Is cleansing required when sole MNPI is the fact that a PIPE transaction is being contemplated?

Panel

Update on Reg A Issuance Trends & Marketing Strategies

• Insights on the evolving landscape of Regulation A transactions including compliance issues and market trends
• Strategies for optimizing marketing efforts, with a focus on targeted investor outreach and engagement
• Navigating the complexities of stock issuances, DWAC, and DRS
• Integrating LinkedIn, digital marketing, SEO, email and paid campaigns into your capital-raising strategy

Presentation

Strategies for Valuing Embedded Investment Perks in Deals

• Sourcing and structuring the investment
• Understanding the purpose of the PIPE
• Focusing on pro-forma capitalization
• Aligning exit goals and perspectives

Presentation

PIPE Investment Trends: Registered Directs

• Complying with T+1 settlement
• FINRA Rule 5110 clearance
• Due diligence in a day (or less)
• Nasdaq listing issues; Warrant provisions and 20% rule; Is it a public offering or a private placement?
• Black Scholes considerations

Presentation

Activist Campaigns in the Microcap Market

• Trends in microcap activism
• Legal and regulatory challenges
• Available PIPE structures
• Voting limitations and challenges

Panel

What you Should Know About Foreign Issuers and the PIPE Market

• Overview of foreign securities laws and exchange listing requirements
• Restrictions on transfer/resales of securities (Regulation S, Restrictive Legends)
• Differences in documentation from domestic PIPEs
• Canadian issuers, their regulatory regime, holding exemptions, and the US/Canada disclosure system
• U.S. registration and dual listings; Exemptions from ’34 Act registration for foreign private issuers

Panel

What you Need to Know About the SEC's Enforcement Campaign Against Convertible Debt PIPE Investors

• Overview of the ~20 actions against PIPE investors for failing to register as “dealers”
• Understanding the SEC’s argument and the factors to be considered as to whether a PIPE investor is a dealer
• Discussion of the consequences to the PIPE market
• How investors can protect themselves

Presentation

PIPEs and the SEC's Approach to Broker/Dealer Issues: Key Case Studies

• Strategic considerations from the SEC’s actions against PIPE funds
• How the SEC’s new ‘Dealer Rule’ and the Supreme Court’s decision in Jarkesy may influence PIPE fund strategies going forward
• Insights and expectations for the new administration

Presentation

Using PIPEs to Finance Mergers & Acquisitions

• Special considerations including sensitive wall-crossing concerns, relating to the issuer and target
• Cleansing information shared about the target
• Availability of pro forma financials and determining accounting significance
• Adhering to rules relating to private placements in connection with acquisitions, notably marketing/sales material and special documentation issues