WEDNESDAY, NOVEMBER 13, 2024
6:00 PM - 8:30 PM
WELCOME PARTY
6:45 PM - 7:20 PM
Poolside Panel
Redefining PIPEs: 20 Years Later - What Constitutes a Private Investment in Public Equity?
- Revisiting the industry’s understanding of what a PIPE transaction is (and isn’t)
- Discussion of how PIPE investment strategies have changed and why
- Overview of legal, regulatory, and other issues that have most impacted the market
- Predictions for the future of PIPEs
THURSDAY, NOVEMBER 14, 2024
7:30 AM - 8:25 AM
Meal Break
BREAKFAST
8:30 AM - 8:40 AM
8:45 AM - 9:25 AM
Panel
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
9:30 AM - 10:10 AM
Panel
State of the SPAC Market
- 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 for PIPE market participants
- 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 might look like in 2025 and beyond
10:15 AM - 10:45 AM
Roundtable
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
10:45 AM - 11:05 AM
Networking Break
BREAK
11:10 AM - 11:30 AM
Presentation
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?
11:35 AM - 12:15 PM
Panel
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
12:20 PM - 12:40 PM
Presentation
Strategies for Valuing Embedded Investment Perks in Deals
- Sourcing and structuring the investment
- Understanding the purpose of the PIPE
- Focusing on pro-forma capitalization
- Aligning exit goals and perspectives
12:40 PM - 1:40 PM
Meal Break
LUNCH
1:45 PM - 2:05 PM
Presentation
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
2:10 PM - 2:30 PM
Presentation
Activist Campaigns in the Microcap Market
- Trends in microcap activism
- Legal and regulatory challenges
- Available PIPE structures
- Voting limitations and challenges
2:35 PM - 3:15 PM
Panel
What you Should Know About Foreign Issuers and the PIPE Market
- Overview of foreign securities laws and exchange listing requirements
- Restrictions on transfer/resales of securities (Regulation S, Restrictive Legends)
- Differences in documentation from domestic PIPEs
- Canadian issuers, their regulatory regime, holding exemptions, and the US/Canada disclosure system
- U.S. registration and dual listings; Exemptions from ’34 Act registration for foreign private issuers
Member / Co-Chair, Life Sciences Practice
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
3:20 PM - 3:40 PM
Presentation
Using Regulation A as a "Synthetic Shelf"
- Process involved and SEC filings
- Types of companies that would be eligible/applicable
- Utilizing the synthetic shelf within the Nasdaq/NYSE 20% rule
3:45 PM - 4:25 PM
Panel
What you Need to Know About the SEC's Enforcement Campaign Against Convertible Debt PIPE Investors
- Overview of the ~20 actions against PIPE investors for failing to register as “dealers”
- Understanding the SEC’s argument and the factors to be considered as to whether a PIPE investor is a dealer
- Discussion of the consequences to the PIPE market
- How investors can protect themselves
4:25 PM - 4:45 PM
Networking Break
BREAK
4:50 PM - 5:10 PM
Presentation
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
5:15 PM - 5:35 PM
Presentation
Using PIPEs to Finance Mergers & Acquisitions
- Special considerations including sensitive wall-crossing concerns, relating to the issuer and target
- Cleansing information shared about the target
- Availability of pro forma financials and determining accounting significance
- Adhering to rules relating to private placements in connection with acquisitions, notably marketing/sales material and special documentation issues
5:35 PM - 6:30 PM