The issuer's guide to PIPEs : new markets, deal structures, and global opportunities for private investments in public equity

402 Pages·2009·2.531 MB·English

by  Dresner, Steven

Praise for
The Issuer’s Guide to PIPEs
New Markets, Deal Structures, and Global

Opportunities for Private Investments in Public Equity

edited by Steven Dresner
“This is a timely and useful compendium of insightful chapters written
by expert practitioners. It has great value to market participants and
for those seeking to learn how the PIPEs market works. Future editions
will be helpful in keeping interested parties informed about market
changes.”
—Professor David Brophy
Director, Center for Venture Capital and Private Equity,
Ross School of Business, University of Michigan
“Academics have been slow to respond to the innovations in the PIPE
market. The Issuer’s Guide to PIPEs offers a timely overview of the
institutional features and practices of this growing market that firms
increasingly are using to raise equity and equity-linked capital. The
information represented in the book is useful to anyone interested
in issues of pricing, liquidity, risk sharing, and valuation in financial
markets.”
—Susan Chaplinsky
Tipton R. Snavely Professor of Business Administration,
University of Virginia Darden Graduate School of Business
“This is the bible for PIPE financing, covering the latest trends, legal
issues, structuring and valuation approaches. Each chapter is written
by expert authors. Before your company thinks about raising capital
with a PIPE, make sure you read this book.”
—Tom Taulli

Author of Investing in IPOs
“This book provides a solid look at PIPEs from all relevant angles.
Because of the rapidly changing environment and the increasing rel­
evancy of PIPEs as a source of corporate financing, I recommend this
book to anyone interested in learning how this market works.”
—Marc Martos-Vila, PhD
Professor of Finance, University of California, Los Angeles
“A comprehensive guide to PIPE markets, financing processes, and
deal structures. Useful for PIPE issuers, investors, attorneys, placement
agents, and others interested in this market.”
—Chandra S. Mishra, PhD
Eminent Scholar and Professor, Florida Atlantic University
T I ’ G
HE SSUER S UIDE TO
PIPEs
Also available from
Bloomberg Press
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And Other Alternatives to Traditional IPOs

by David N. Feldman
Hedge Fund Risk Fundamentals:

Solving the Risk Management and Transparency Challenge

by Richard Horwitz
Hedge Fund of Funds Investing:

An Investor’s Guide

by Joseph G. Nicholas
Market-Neutral Investing:

Long/Short Hedge Fund Strategies

by Joseph G. Nicholas
Due Diligence for Global Deal Making:

The Definitive Guide to Cross-Border Mergers and Acquisitions,

Joint Ventures, Financings, and Strategic Alliances

Edited by Arthur H. Rosenbloom
The Securitization Markets Handbook:

Structures and Dynamics of Mortgage- and Asset-Backed Securities

by Charles Austin Stone and Anne Zissu
————————
A complete list of our titles is available at
www.bloomberg.com/books
Attention Corporations
This book is available for bulk purchase at special discount. Special editions or
chapter reprints can also be customized to specifications. For information, please
e-mail Bloomberg Press, [email protected], Attention: Director of Special
Markets, or phone [phone].
T I ’ G
HE SSUER S UIDE TO
PIPEs

New Markets, Deal Structures,

and Global Opportunities

for Private Investments in Public Equity

edited by
Steven Dresner
Bloomberg Press

New York
© 2009 by Steven Dresner. All rights reserved. Protected under the Berne Convention. Printed in
Canada. No part of this book may be reproduced, stored in a retrieval system, or transmitted, in
any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without
the prior written permission of the publisher except in the case of brief quotations embodied in
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First edition published 2009
1 3 5 7 9 10 8 6 4 2
Library of Congress Cataloging-in-Publication Data
The issuer’s guide to PIPEs : new markets, deal structures, and global opportunities for private
investments in public equity / edited by Steven Dresner. – 1st ed.
p. cm.
Includes bibliographical references and index.
Summary: “In The Issuer’s Guide to PIPEs, Steven Dresner has brought together experts in
the world of PIPEs to discuss the details and complexities of such investment vehicles. This is the
most in-depth book available on PIPEs, and includes contributions by industry leaders. Dresner
has produced an essential guide for investors, issuers, third-party valuation specialists, bankers,
and executives alike”–Provided by publisher.
ISBN 978-1-57660-344-4 (alk. paper)
1. Private investments in public equity–United States. 2. Corporations–United States–
Finance. I. Dresner, Steven.
HG4963.I87 2009
332.63’2044--dc22 2009042534
To my friends at DealFlow Media
—SD
C O N T E N T S

About the Editor .............................................................. xi

About the Contributing Editors ....................................... xiii

About the Contributors .....................................................xv

Acknowledgments .........................................................xxvii

Introduction .................................................................. 1

Steven Dresner, DealFlow Media

Bradley J. Ackerman, Hull Capital

PART ONE | STATE OF THE MARKET
1 PIPEs and Registered Directs .......................................... 9

Richard E. Gormley

Lazard Frères & Co. LLC

2 PIPE Market Statistics .................................................. 29

David D. LEE

PrivateRaise, a DealFlow Media Service

3 International PIPEs: Private Placements by
Australian Securities Exchange–Listed Companies ........ 47
Eugene Tablis

KTA Capital

4 International PIPEs: Rules, Regulations, and an
Overview of the Capital Markets in the
United Kingdom ........................................................... 65
Douglas Rofé and Sarah Hooker

Reed Smith LLP

5 Developing Aftermarket Support and Liquidity ............ 81

Crocker Coulson

CCG Investor Relations

PART TWO | LEGAL AND ACCOUNTING ISSUES
6 Legal and Regulatory Overview ..................................... 97

Eleazer N. Klein

Schulte Roth & Zabel LLP