State of the PIPEs Market: Trends & Outlook

• Market performance: Volume, deal sizes, and sector activity
• Economic drivers – interest rates, inflation, and macroeconomic impact
• Sector breakdown – where PIPEs are thriving and where they’re struggling
• The role of PIPEs in small, micro, and nano-cap financing

Structuring PIPE Transactions: Practices to Follow & Pitfalls to Avoid

• Traditional vs. structured PIPEs
• Convertible debt, warrants, and preferred equity: Understanding the trade-offs
• Protecting investor interests: Down-round protections, anti-dilution clauses, and related covenants
• Case studies: A deep dive into recent transactions

The Regulatory & Legal Landscape: What You Need to Know to Navigate this Market

• SEC updates and new compliance considerations
• Corporate governance: Shareholder rights and voting requirements
• Avoiding litigation: Lessons from recent enforcement actions
• The impact of new disclosure rules on issuers

PIPEs as a Strategic Capital Raising Tool for Public Companies

• When should a public company pursue a PIPE over other financing options?
• Thoughts from CFOs who have successfully raised capital through PIPEs
• How issuers make their offerings attractive to investors
• Balancing dilution concerns with long-term growth objectives

How Investment Funds Evaluate Deals

• Hedge funds vs. family offices: Key differences
• Risk-return considerations: Liquidity, control provisions, and exit strategies
• What investors look for in PIPE deals beyond the discount
• Other desirable deal criteria

PIPEs + SPACs: Evolution of the Market Post-Boom

• The role of PIPEs in de-SPAC transactions: Trends & challenges
• Valuation discrepancies: How PIPE deals can affect SPAC performance
• Examples of PIPE-backed de-SPAC transactions that delivered positive returns
• Future outlook: Are PIPEs still the best option for SPAC sponsors?

PIPEs in Distressed & Turnaround Situations

• Why PIPEs are an attractive tool for struggling public companies
• Identifying distressed investment opportunities, including key signals for investors
• Navigating bankruptcy and restructuring scenarios with PIPE financing
• Investors specializing in turnaround PIPEs share insights

Cross-Border PIPEs: Opportunities & Challenges

• Breadth of foreign investor participation in U.S. PIPE deals
• Navigating international regulatory frameworks and restrictions on foreign public markets
• Reviewing successful cross-border PIPE transactions
• Global trends and future opportunities

The Future of PIPE Transactions: What’s Next?

• New innovations in PIPE structuring
• Will PIPEs remain a go-to financing vehicle in an evolving market?
• The role of AI and data analytics in PIPE deal sourcing
• Final thoughts from industry leaders on where PIPEs are headed

How Investors Evaluate PIPE Deals: Key Criteria & Strategies

• Institutional investors, hedge funds and family offices discuss their screening process
• Due diligence essentials: Financials, management teams, and risk assessment
• Understanding the true value of a PIPE discount
• Exit strategies: Liquidity considerations and time horizons

Structuring Investments to Maximize Returns

• Convertible debt, warrants, and preferred equity: Which structure works best?
• Negotiating terms: Anti-dilution protections, liquidation preferences, and covenants
• Balancing control rights with long-term growth potential
• A deep dive into high-performing PIPE investments

The Investor’s Role in PIPE Transactions

• Passive vs. active investing: How involved should PIPE investors be?
• Working with management teams post-investment
• Board seats, governance rights, and activism in PIPE deals
• When investors take active roles in their positions

PIPEs in a Volatile Market: Risk Mitigation Strategies

• Managing downside risk: How investors protect themselves from dilution and market downturns
• Liquidity challenges: How to navigate exit risks
• The impact of short selling and market manipulation on PIPE returns

PIPEs as a Liquidity Tool for Hedge Funds: Secondary Market Strategies

• Trading PIPE positions on the secondary market
• SPVs and syndication: How hedge funds manage liquidity
• The role of private credit in PIPE investing
• Strategies for optimizing liquidity

PIPEs & Confidentiality Agreements: Typical Provisions Covering Agents and Investors

• The wall crossing process and sensitivities for potential investors
• Use of Material Nonpublic Information (MNPI), trading restrictions, industry standard terms and their potential consequences
• Cleansing, drop dead dates and trading
• Is cleansing required if sole MNPI is the fact that a PIPE transaction is being contemplated?

PIPE Financing for Mergers & Acquisitions

• Special considerations including sensitive wall-crossing concerns, relating to 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

What to Know About PIPE investments and Foreign Issuers

• 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
• S. registration and dual listings; Exemptions from 1934 Act registration for foreign private issuers

Evolution of PIPEs in the De-SPAC Market

• PIPEs increasingly important to offset high redemption rates
• Structured PIPEs providing more downside protection
• How structured PIPEs impact public shareholders
• Why De-SPAC performance is key to a resurgence in common-stock PIPEs