PLI’s Private Placements and Hybrid Securities Offerings 2020
April 21, 2020
Overview
Webinar
Cleary Gottlieb partner Nicolas Grabar participated in PLI’s Private Placements and Hybrid Securities Offerings 2020 event. Topics included:
Why companies rely more heavily on private placements and PIPE transactions in volatile markets
Basic framework relating to exempt offerings, including Section 4(a)(2) and Regulation D
Changes to accredited investor definition
The bad actor rule and practical implications
Guidance from the SEC Staff on “general solicitation” and “pre-existing substantive relationships”
Resales of restricted securities; secondary sales of securities of privately held companies and private secondary markets
Pre-IPO private placements and late-stage or “cross-over” private placements
Special considerations for broker-dealers, investment advisers, and funds engaged in exempt offerings
Amendments to Rule 701, enforcement matters, and other updates affecting Rule 701
How to structure, document, and execute a: private placement to institutional investors, a PIPE transaction, a Rule 144A offering, a 4(a)(2) debt private placement, an at-the-market offering, and a confidentially marketed public offering (“CMPO”)
