Ready to connect with the most active professionals in the PIPE market? This November, we’re bringing together the experts to share insights that drive the market. Discover new investment strategies, expand your network, and accelerate your success. Have fun at the Welcome Reception, poolside with live music, cocktails, hand-rolled cigars, and great conversation. Plus, a special panel discussion to be announced soon!
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
What the Latest SEC Rules on SPACs Means for PIPE Investors
- 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 specifically for PIPE investors
- 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 will look like in 2025 and beyond
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
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
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
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?
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
Activist Campaigns in the Microcap Market
- Trends in microcap activism
- Legal and regulatory challenges
- Available PIPE structures
- Voting limitations and challenges
And more….