On Wednesday, October 26, 2016, beginning at 10:00 a.m., the Securities and Exchange Commission will hold an open meeting at which the Commission will consider the adoption of final rule amendments relating to Securities Act Rule 147 and Rule 505, which would facilitate intrastate and regional securities offerings. The proposed amendments were well-received by market participants and generated only modest comments. The open meeting notice also states that the Commission will consider whether to repeal Rule 505. Rule 505 provides an exemption for sales of up to $5 million of securities in a 12-month period, without the use of general solicitation, to accredited investors and, subject to information requirements, to non-accredited investors. Presumably, the amendments to Rule 504 would render Rule 505 superfluous.
Tuesday, October 25, 2016
11:00 a.m. – 12:30 p.m. EDT
The cross-border private placement market has continued to grow, providing non-US issuers with an opportunity to raise capital from US and European financial institutions. This market, which has seen incredibly robust activity this past year, has continued to attract issuers across a myriad of industries and from multiple worldwide jurisdictions. These issuers seek to, among other things, diversify their funding sources or supplement their bank lending, lengthen their existing debt profile, refinance acquisition debt or finance certain single-asset projects. In this webinar, speakers will discuss:
- The global private placement market and recent trends;
- Market participants;
- Documentation requirements for traditional and structured transactions;
- Financial covenants, “MFLs” and model form provisions;
- New Issuers using the market (social housing trusts, universities, investment trusts, etc);
- Marketing process with Agented and “direct” Private Placements; and
- Ratings and the NAIC.
- Scott Ashton
Partner, Morrison & Foerster LLP
- Brian Bates
Partner, Morrison & Foerster LLP
- Tarun Sakhrani
Vice President, Barclays
For more information, or to register, please click here.
Tuesday, November 1, 2016
10:30 a.m. – 1:30 p.m.
The Fairmont Royal York
100 Front Street West
Toronto, ON M5J 1E3
Please join us for one (or both) of our sessions.
During the first session, we will provide an overview of debt capital market trends in 2016 and what to expect in the months ahead. We will discuss some of the regulatory developments that are, and will continue to, impact issuances by financial institutions, including the Canadian banks. In particular, we will discuss the proposed US Federal Reserve long term debt, TLAC and clean holding company requirement, bank regulatory developments in Europe and the proposed bail-in and high loss absorbency requirement in Canada. We also will discuss recent NVCC issuances in the United States by Canadian banks.
During the second session, we will focus on regulatory developments affecting SEC and Canadian reporting issuers, including the increased focus on non-GAAP financial measures, the SEC’s disclosure effectiveness initiative, the mining disclosure update and modernization release, board diversity, and related matters.
Session 1: The Debt Capital Markets, Regulatory Developments, and Recent Issuances
10:30 a.m. – 12:30 p.m.
- Overview of the debt capital markets;
- Issuance levels and trends;
- What to expect in the months ahead;
- The US LTD, TLAC and clean holding company requirement and other regulatory developments;
- Canadian regulatory developments;
- NVCC issuances; and
- Planning ahead to modify issuance programs for bail in regime.
Lunch: 12:30 p.m. – 1:00 p.m.
Session 2: Update on US and Canadian Corporate and Securities Law Developments
1:00 p.m. – 1:30 p.m.
- The Use of Non-GAAP Measures;
- The SEC’s Disclosure Effectiveness Initiative;
- The SEC’s Mining Disclosure Update Release; and
- Disclosures Relating to Board Diversity in the United States and Canada.
- Bryan Farris
Associate Director, UBS Securities LLC
- Wendi Locke
Partner, McCarthy Tétrault LLP
- Anna Pinedo
Partner, Morrison & Foerster LLP
To register for this program, or for more information, please click here.
On October 5, 2016, the SEC Advisory Committee on Small and Emerging Companies held a public meeting to discuss, among other things, board diversity for public companies. As part of the meeting, the National Association of Corporate Directors (the “NACD”) gave a presentation titled “Advancing Exemplary Board Leadership, which highlighted various statistics concerning board diversity, including that, in 2015, at S&P 500 companies, women comprised 20% of all directors, African Americans comprised 8.6% of directors, Hispanics/Latinos comprised 4.8% of directors, and board members of Asian descent comprised 1.8% of directors. The NACD presentation stressed that board diversity should reflect both identity (e.g., gender, race, and ethnicity) and skills, such as professional experience, and emphasized the link between diverse boards and improved public company performance. The NACD presentation also noted that progress in increasing board diversity in the United States has been relatively slow and the United States falls behind many countries in the percentage of women on boards. However, the NACD presentation found that a significant number of public companies took certain initiatives to increase their board diversity, including expanding search criteria, diversifying the composition of the nominating and governance committees, increasing the size of the board, instituting or changing tenure-limited mechanisms, and adopting formal racial and/or gender diversity targets.
The NACD presentation is available at: https://www.sec.gov/info/smallbus/acsec-100516-nacd-dominguez.pdf.
Morrison & Foerster and Raymond James invite you to join us for a discussion on Financing Opportunities for Technology and Life Sciences-Based Companies in Munich and Berlin.
The U.S. capital markets remain an attractive source of capital for emerging companies in the technology and biotech sectors. Late stage (or mezzanine) private placements made principally to U.S. institutional investors have raised in excess of $44.9 billion for privately held companies in 2015. Although the U.S. IPO market has become more selective, there has been continued investor interest in offerings by non-U.S. domiciled issuers. In 2015, 27% of the IPO issuers on a U.S exchange were non-U.S. issuers.
A U.S. securities exchange listing provides a currency for issuers to use in connection with future acquisitions and stock-based compensation awards, and provides enhanced liquidity for existing holders. Finally, as a U.S.-listed issuer, a company will have many more financing choices available to it in the future.
We will discuss:
- European view of the markets for High Tech companies;
- U.S. markets for capital raising;
- Current market conditions;
- Financing alternatives for pre-IPO companies;
- The late-stage (or “cross-over”) private placement market;
- The ReIPO™ for companies listed on a European securities exchange that may not provide the desired liquidity;
- American Depositary Receipts, or ADRs; and
- Planning a U.S. IPO or a dual listing.
We look forward to an interesting event and inspiring discussions.
Thursday, November 17, 2016
8:30 a.m. – 12:30 p.m.
Raymond James Corporate Finance GmbH
To register for the Munich seminar on November 17, simply email email@example.com.
Friday, November 18, 2016
8:30 a.m. – 12:30 p.m.
Morrison & Foerster LLP
Potsdamer Platz 1
To register for the Berlin seminar on November 18, simply email firstname.lastname@example.org.
Renaissance Capital has released its 3Q 2016 Quarterly Review of the US IPO Market. The review reports an improved third quarter with 33 deals completed, raising approximately $6.1 billion. Renaissance attributes the rise in IPOs to a market rally following Brexit and the resurfacing of tech IPOs. While this increase in the number of deals is a sign of the recovery of the IPO market, Renaissance points out that many Silicon Valley startups continue to choose to remain private, a trend that has gained popularity over the past few years.
The tech sector now makes up 30% of IPOs this quarter with 10 deals, raising upwards of $1.9 billion–a major increase compared to the previous quarter’s four tech IPOs and last year’s single tech IPO in 3Q. Biotech IPOs keep the health care sector as the leading sector for IPOs, in terms of number of deals, with 11 deals, raising approximately $1.3 billion.
Private equity-backed IPOs account for 30% of this quarter’s deals with 10 IPOs, raising approximately $2.2 billion. Additionally, there were 13 venture capital-backed IPOs this quarter, raising $1.1 billion, surpassing the count of PE-backed IPOs for the 13th consecutive quarter. Seven of the 10 tech IPOs were VC-backed.
As the year comes to a close, we will continue to monitor IPO trends and news on this blog.
On September 28, 2016, the SEC proposed an amendment to Exchange Act Rule 15c6-1(a) in order to shorten the standard settlement cycle from three business days (“T+3”) to two business days (“T+2”) following the applicable trade date. This amendment would affect settlements for most broker-dealer securities transactions, requiring prior agreement for any transaction with a settlement cycle longer than T+2. The SEC cited several reasons for the proposed amendment, including (1) reducing credit, market, and liquidity risk, (2) reducing systematic risk for participants in the U.S. financial markets, and (3) increasing the operational efficiency of post-trade processes. The SEC has requested comments on the proposed amendment from industry professionals, specifically with respect to the economic effects of shortening the settlement cycle to T+2, including any costs, benefits, burdens, or effects on efficiency, competition, and capital formation. The proposed amendment is available for public comment for 60 days after publication in the Federal Register.
The proposed amendment is available at: https://www.sec.gov/rules/proposed/2016/34-78962.pdf.
Wednesday, October 19, 2016
12:00 p.m. – 1:00 p.m. EDT
Morrison & Foerster Partners Marty Dunn and David Lynn will host a teleconference entitled “Sending Your Message: Communications Rules for Offerings.” During this session, we will focus on the SEC’s communications rules applicable to public and private companies when they are engaged in securities offerings. We will discuss:
- Press releases;
- Research reports;
- Non-deal roadshows;
- Free Writing Prospectuses;
- Regulation FD; and
- General solicitation and general advertising, revisited.
CLE credit is pending for California and New York.
To register for this session, or for more information, please click here.
Today, the two-year tick size pilot program, which was proposed by the national securities exchanges and FINRA in June 2014 and approved by the SEC in May 2015, officially commenced. The pilot program is a data-driven test to evaluate whether or not widening the minimum quoting and trading increments (“tick sizes”) for stocks of smaller capitalization companies would impact the trading, liquidity and market quality of those stocks. The SEC modified several provisions of the pilot program initially proposed by the national securities exchanges and FINRA. A variety of data generated during the tick size pilot will be released publicly on an aggregated basis to assist in analyzing the impact of wider tick sizes on smaller capitalization stocks. In addition, the national securities exchanges and FINRA must submit their initial assessments of the pilot program’s impact by April 1, 2018 based on data generated during the first 12 months of the pilot program’s operation.
The pilot program includes stocks of companies with $3 billion or less in market capitalization, an average daily trading volume of one million shares or less, and a volume weighted average price of at least $2.00 for every trading day. The pilot program consists of a control group of approximately 1,400 securities and three test groups with 400 securities each, selected through stratified sampling. For the duration of the pilot program: (i) the control group will be quoted at the current tick size increment of $0.01 per share and will trade at the currently permitted increments; (ii) the first test group will be quoted in $0.05 minimum increments but will continue to trade at any price increment that is currently permitted; (iii) the second test group will be quoted in $0.05 minimum increments and will trade at $0.05 minimum increments subject to a midpoint exception, a retail investor exception, and a negotiated trade exception; and (iv) the third test group will be subject to the same terms as the second test group and also will be subject to the “trade-at” requirement to prevent price matching by a person not displaying at a price of a trading center’s best “protected” bid or offer, unless an enumerated exception applies. In addition to the exceptions provided under the second test group, an exception for block size orders and exceptions similar to those under Rule 611 of Regulation NMS will apply.
The Securities and Exchange Commission has published the agenda for the October 5 meeting of the Advisory Committee on Small and Emerging Companies.
The Advisory Committee plans to discuss and cover Regulation S-K disclosure requirements, research on corporate board diversity and outreach relating to capital raising for smaller companies.
In addition, the Division of Trading and Markets will provide updates on equity capital market structure initiatives, a tick-size pilot, and the treatment of “finders”.
The meeting begins at 9:30am and will be live streamed via the SEC’s website.