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
Theresienstrasse 1
80333 Munich

To register for the Munich seminar on November 17, simply email

Friday, November 18, 2016
8:30 a.m. – 12:30 p.m.

Morrison & Foerster LLP
Potsdamer Platz 1
13th Floor
10785 Berlin

To register for the Berlin seminar on November 18, simply email

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.


Monday, September 12, 2016
3:00 p.m. – 7:00 p.m. EDT

Thomson Reuters Building
3 Times Square, 30th Floor
New York, NY 10036

On Monday, September 12, 2016, Partner Anna Pinedo will speak on a panel of senior ECM professionals at the 2016 IFR US ECM Roundtable. The Roundtable will focus on the challenges and opportunities facing the market and will provide an outlook for the year ahead and beyond.

Topics of discussion will include:

  • The overall state of the market;
  • Private equity;
  • Venture capital/Tech IPOs;
  • Energy;
  • Risk/block trades and accelerated book builds; and
  • The JOBS Act.

For more information, or to register, please click here.

“Direct-to-consumer” offerings enable companies to raise capital directly from their customers, with or without the use of underwriters or other financial intermediaries. Direct-to-consumer offerings have garnered attention recently given the ability to conduct offerings using a “crowdfunded” approach; however, companies have conducted direct-to-consumer offerings for years. With the amendments to Regulation A (commonly referred to as “Regulation A+”) and the adoption of Regulation Crowdfunding by the Securities and Exchange Commission (the “SEC”), companies have now become more acutely focused on broadening their investor base by soliciting interest in offerings of their securities from their customers. In this alert, we discuss the history of direct-to-consumer offerings, current approaches, the applicable SEC requirements, and considerations for companies undertaking such offerings.

Read our client alert.

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. For companies in the life sciences sector, for instance, a late-stage private (or mezzanine) placement made to known and well-regarded life science investors may serve to validate the company’s technology. We have compiled data on late-stage private placements in the life sciences sector.

Read our Life Sciences Sector Survey of Late-Stage Private Placements for more information.

During the second quarter 2016, the IPO market improved with 34 IPOs raising approximately $5.5 billion, according to Renaissance Capital.  While activity in the quarter was significantly higher than the first quarter (there were only eight IPOs in Q1), overall IPO levels are down.  Healthcare continues to represent the most significant sector, accounting for 15 of the 34 IPOs during the quarter.  There were a few tech company IPOs, as well as two REITs, a untility, and four consumer IPOs.  Many of the quarter’s IPO issuers are venture-backed companies.  Private equity backed IPOs have not returned to typical levels.  The depressed levels are attributable to uncertainty regarding interest rates, disparities in valuations between the private and public markets, and Brexit concerns.

Renaissance graph



Renaissance chart

Congressman Himes (CT) and eight other members of Congress wrote to FINRA and to the Securities and Exchange Commission questioning the typical 7% gross spread in U.S. IPOs.  The letter appears to have been prompted by a somewhat dated journal article that discusses fees in European IPOs.  A link to the text of the letter is available here:

Thursday, July 12, 2016
11:00 a.m. – 12:30 p.m. EDT

Volatile capital markets and the rapidly changing financial landscape make it important for issuers to recognize changes quickly and adjust their financing strategies accordingly. For example, for an issuer that contemplated an IPO or is in the IPO queue, it is important to become familiar with other financing alternatives, such as venture debt or late-stage or mezzanine debt, as well as institutional equity private placements. Each of these markets is quite different. Familiarity with investor expectations and documentation requirements is essential in order to put your company in the best position to make crisp decisions. For issuers that already have their securities listed on a non-U.S. securities exchange, which may offer limited liquidity, it may be time to consider undertaking a U.S. IPO in order to establish a more liquid market for their securities.  Already public companies considering their next capital raise also must be nimble–a PIPE transaction may be an attractive (and available) financing alternative. During this session, the speakers will discuss:

  • Current market conditions;
  • Financing alternatives for pre-IPO companies;
  • The market for venture debt;
  • The late-stage (or “cross-over”) private placement market;
  • Options to consider on the way to an IPO;
  • The ReIPO™;
  • Financing alternatives for recently public companies; and
  • PIPE transactions and other financing alternatives.

CLE credit is pending for California and New York.

For more information, or to register, please click here.

On May 24, 2016, the Biotechnology Innovation Organization (BIO) published a study, “Emerging Therapeutic Company Investment and Deal Trends,” which collects ten years of data to identify trends affecting “emerging therapeutic companies” (“ETCs”).  ETCs are companies that are (1) developing therapeutics with a lead drug in research and development (“R&D”), or (2) have a drug on the market, but have less than $1 billion in sales at the time of the transaction.

The study focuses on venture capital, initial public offerings (“IPOs”), follow-on public offerings, licensing, and acquisitions.

Venture Capital Trends

Venture funding reached a record high of $6.8 billion during 2015, which included the largest biotech venture capital deal on record, raising $446 million.  The study also found that Series A financing nearly doubled from 2014 to 2015.  The study found that nearly 70% of venture capital funding in 2015 went to early-stage companies and nearly $2 billion was invested in oncology companies.  Although oncology companies were successful in obtaining venture capital funding, the study found that funding was inconsistent across disease areas, as companies in certain disease areas have not rebounded well since the financial crisis.

IPO Trends

The study found that IPOs for ETCs were strong during 2015, with 39 companies going public.  The study found that a positive effect of the JOBS Act has been the increase in the average amount raised per IPO for R&D stage companies from $68 million in 2012 to $90 million in 2015.  Another trend that the study identified was that the clinical development stage that ETCs are in at the time of their IPOs has shifted in recent years.  In the years approaching the financial crisis, there were no Preclinical or Phase I company IPOs in the United States, yet during 2012 to 2015, there were 34 such IPOs.  According to the study, this shift in IPO activity may represent an increased preference for investing in early-stage companies.  When considering the disease type for companies that have obtained IPO financing, the study noted that neurology companies raised $1.05 billion, the highest amount of capital across disease type.

Other Trends

The study also found that: (1) during 2014 to 2015, follow-on public offerings by ETCs increased from $8.9 billion to $16.1 billion; and (2) licensing proved to be a critical aspect of capital raising (reaching a record high of $7.1 billion) and an alternative investment strategy to acquisitions, as 38% of all ETCs partnered during 2015.

A copy of the study is available at:

In a structure commonly referred to as an “up‑C,” an existing LLC or other partnership form undertakes a public offering through a newly formed corporation, which is structured as a holding company that owns an interest in the LLC.  Traditionally, if the owners wanted to undertake a public offering of the entity’s securities, the owners would re-organize the LLC or partnership as a corporation and offer and sell that company’s common stock to the public in the offering.  Increasingly, owners are employing the up‑C structure as an alternative.  Use of the up‑C approach allows the LLC or other entity to undertake a public offering, albeit through a holding company, while maintaining the partnership status for the LLC, where the principal assets and operations of the business remain.  This structure is particularly attractive to private equity-backed companies because it maintains many of the tax benefits of a partnership, offers an ongoing exit strategy, and enables the sponsors to preserve some control over the business.

For more information, see our “Practice Pointers on the Up-C Structure” available at: