Private Placements and Hybrid Securities Offerings 2023

Join our expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private and hybrid offerings.

Private placements and exempt offerings have overtaken registered offerings as the means of raising capital in the United States.  The session will provide an overview of the legal framework applicable to exempt offerings, with a focus on the significant changes brought about by the amendments that became effective in 2021.  We will walk through the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block trades.  We will discuss the changes to the accredited investor definition, changes to Rule 506, the demo day exception, the new integration rules, proposed amendments to Rule 701 and Form S-8 and proposed amendments to Rule 144. The second half of the program focuses on doing deals.  We focus on the documentation, principal negotiating issues, and market developments relating to late-stage or pre-IPO private placements, PIPE transactions, equity lines of credit, Section 4(a)(2) debt private placements and Rule 144A offerings, registered direct offerings, at the market offerings and confidentially marketed public offerings.

What You Will Learn:
After completing this session, participants will be able to:
• Describe the basic framework relating to exempt offerings, including Section 4(a)(2) and Regulation D 
• Recall the changes to the accredited investor definition 
• Understand the bad actor rule, the diligence to be undertaken in connection with disqualifying events, and the factors to be considered for bad actor waivers 
• Recall the changes to the securities integration framework
• Understand the principal conditions for reliance on Rule 144, tacking, and the electronic filing requirements
• Evaluate resale alternatives for restricted and control securities;
• Complete pre-IPO private placements, including late-stage or “cross-over” private placements
• Understand the FINRA rules applicable to broker-dealers engaged in exempt offerings 
• Interpret the amendments to Rule 701, enforcement matters, and other updates affecting Rule 701
• Recall the changes to the stock exchange rules applicable to private placements and hybrid offerings
• Recognize how to structure, document, and execute a:  private placement to institutional investors, a PIPE transaction, an equity line of credit, a Rule 144A offering, a 4(a)(2) debt private placement, an at-the-market offering, and a confidentially marketed public offering (“CMPO”)

Program Level:
All Levels

Prerequisites:
None

Advanced Preparations:
None