The issuer's guide to PIPEs : new markets, deal structures, and global opportunities for private investments in public equity PDF
Preview The issuer's guide to PIPEs : new markets, deal structures, and global opportunities for private investments in public equity
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 Reverse Mergers: 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 212-617-7966. 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 critical articles and reviews. For information, please write: Permissions Department, Bloomberg Press, 731 Lexington Avenue, New York, NY 10022, or send an e-mail to [email protected]. BLOOMBERG, BLOOMBERG ANYWHERE, BLOOMBERG.COM, BLOOMBERG MARKET ESSENTIALS, Bloomberg Markets, BLOOMBERG NEWS, BLOOMBERG PRESS, BLOOMBERG PROFESSIONAL, BLOOMBERG RADIO, BLOOMBERG TELEVISION, and BLOOMBERG TRADEBOOK are trademarks and service marks of Bloomberg Finance L.P. (“BFLP”), a Delaware limited partnership, or its subsidiaries. The BLOOMBERG PROFESSIONAL service (the “BPS”) is owned and distributed locally by BFLP and its subsidiaries in all jurisdictions other than Argentina, Bermuda, China, India, Japan, and Korea (the “BLP Countries”). BFLP is a wholly owned subsidiary of Bloomberg L.P. (“BLP”). BLP provides BFLP with all global marketing and operational support and service for these products and distributes the BPS either directly or through a non-BFLP subsidiary in the BLP Countries. All rights reserved. This publication contains the authors’ opinions and is designed to provide accurate and authoritative information. It is sold with the understanding that the authors, publisher, and Bloomberg L.P. are not engaged in rendering legal, accounting, investment-planning, or other professional advice. The reader should seek the services of a qualified professional for such advice; the authors, publisher, and Bloomberg L.P. cannot be held responsible for any loss incurred as a result of specific investments or planning decisions made by the reader. 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
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