Private Investment in U.S. Public Equity: Overview of Considerations, Mechanics and Strategies NEIL BARLOW CLIFFORD CHANCE conventional financing sources may not be readily available.
Neil Barlow, legal consultant with Clifford Chance, provides an overview of considerations when executing a private investment in public equity (PIPE) transaction in the U.S.
A private investment in public equity (PIPE) transaction is a privately negotiated sale of a public issuer’s equity or equitylinked securities to an investor, under which an issuer typically files a resale registration statement with the SEC to enable the PIPE investor to resell the PIPE securities in the public markets, from time to time. A PIPE allows a public company to raise alternative financing via a private placement of securities to an accredited investor. This form of privately negotiated capital raise is often under-
This presentation provides an overview of the considerations, mechanics and strategies involved for a financial sponsor when executing a PIPE transaction in the United States. The presentation covers: •
The attractiveness of PIPEs in periods of economic volatility
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Key value protections
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Deal timing: structuring considerations
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Governance rights
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Resale registration rights
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Issuer protections
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Public disclosures
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Key documents
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Tear sheet of key issues and considerations and selected PIPEs
taken at a time when an issuer’s shares are undervalued or it encounters short-term liquidity issues, including when
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Neil Barlow is a legal consultant with Clifford Chance. He specializes in cross-border M&A, with a particular focus on private equity transactions. Barlow advises international and domestic private equity houses, financial sponsors and corporates on a wide range of matters.
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