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Overview
We will walk you through the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block trades. We will address the changes to private and exempt offerings brought about by the JOBS Act and the SEC’s Concept Release on Harmonization of Securities Offering Exemptions, including “accredited investor” crowdfunding offerings, the changes to Rule 701 and the SEC Concept Release on Rule 701 and Form S-8. We will also discuss the documentation, principal negotiating issues, and market developments relating to late-stage or pre-IPO private placements, PIPE transactions, 4(a)(2) and 144A offerings, and confidentially marketed public offerings.
What You Will Learn
• 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”)
Program Levels: All levels
Intended Audience: Corporate and securities attorneys, compliance professionals, investment bankers and allied professionals involved in private placements and hybrid offerings.
Prerequisites: None
Advanced Preparation: None