Late Stage Investments

May 22 – 23, 2017

PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036

PLI’s Private Placements and Hybrid Securities Offerings 2017 conference is designed for corporate and securities attorneys, compliance professionals, control room personnel, bankers and allied professionals who deal with private placements and other exempt and hybrid offerings. The faculty will address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms, “accredited investor” crowdfunding, offerings using general solicitation, Rule 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment advisers. In addition, the faculty will address the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. The panelists will discuss the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. Panelists will address the basics of traditional private placements, PIPE transactions, and Rule 144A transactions, as well as recent developments affecting each of these capital raising alternatives.

Partner Anna Pinedo will serve as chairperson for this event and will speak on the “Welcome and Introduction to Private Placements and Hybrid Financings” panel on Day One of the conference and on the “Welcome and Introduction to Conducting Hybrid Offerings” panel on Day Two. Senior Of Counsel Marty Dunn will speak on the “Overview of 4(a)(2) and Regulation D” panel on Day One.

To register for this conference, or for more information, please click here.

The fast growing fintech industry continues to command the attention of investors across the globe.  A recent CB Insights report summarized the global financing trends for fintech companies in 2016.  There were 836 venture capital-backed financings, which raised $12.7 billion for fintech startups in 2016.  While this was a $2 billion drop from 2015 figures, it is a significant increase from 2012’s 451 deals, which raised $2.5 billion.  U.S. fintech issuers represented over half of the total number of fintech financings with 422 deals, raising $5.5 billion.

Within the fintech space, funding for blockchain and bitcoin companies accounted for 8% of total deals in 2016, raising $431 million. Companies in the payments tech field, which provide solutions to facilitate payment processing, raised $1.6 billion in 2016 across 150 financings.  Insurance tech companies also warrant mention with 109 deals, raising $1.6 billion in 2016.

As privately held companies opt to remain private longer and defer going public, there has been an emergence of “unicorns,” or companies that have a valuation of over $1 billion. CB Insights reports that there are now 190 unicorns with a cumulative valuation of $660 billion.  There are 22 fintech unicorns, including 11 U.S.-based fintech unicorns.  With increased access to capital, more privately held companies go through numerous rounds of financings, referred to as late-stage financings.  Fintech companies ended 2016 with a median late-stage deal size of $26.5 million, accounting for 29% of their total deal share.

Wednesday, April 26, 2017
11:00 a.m. – 12:30 p.m. EDT

After the 2016 decline in the number of U.S. initial public offerings (IPOs), commentators questioned whether the trend toward companies deferring initial public offerings and remaining private longer would be a new norm.  Already this year’s IPO market appears to be rebounding.  During the session, the presenters will discuss:

  • Whether cross-over (or late stage) private rounds still remain an important milestone on the road to the IPO;
  • U.S. IPO activity (sectors, VC- and PE-backed companies, foreign private issuer activity, syndicate structures);
  • Disclosure and governance trends among IPO issuers;
  • Dual track processes and the legal and business considerations;
  • Multiple share classes; and
  • Other developments.

Speakers:

CLE credit is pending for California and New York.

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

As we have reported in other blog posts, many successful privately held companies are able to raise funds from institutional investors at attractive valuations and defer their IPOs. While the exuberance regarding valuations may have tempered some in 2016, approximately $41 billion was raised in late stage private placements. As in prior years, tech companies raised the majority of the proceeds. There were fewer deals completed in 2016 compared to 2015, as noted in our infographic, which you can access here.  It is difficult to predict whether this year will mark a turning point in which we see some unicorns undertake IPOs.

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.

MUNICH SEMINAR:
Thursday, November 17, 2016
8:30 a.m. – 12:30 p.m.

Raymond James Corporate Finance GmbH
Theresienstrasse 1
80333 Munich
Germany

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

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

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.

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.

Successful privately held companies considering their liquidity opportunities or eyeing an IPO often turn to late stage private placements. Late stage private placements with institutional investors, cross-over investors and strategic investors raise a number of considerations that are distinct from those arising in earlier stage and venture transactions. Also, for some companies, the late stage private is a prelude to a strategic transaction or an IPO.

Topics:

  • Timing and process;
  • How are the terms of late stage private placements different;
  • Diligence, projections and information sharing;
  • Providing liquidity to early investors and founders through a secondary component;
  • IPO and acquisition ratchets;
  • Governance issues;
  • Valuation issues;
  • The placement agent’s role; and
  • Planning for a sale or an IPO in your negotiations.

Speakers:

  • Anand Subramanian, Qatalyst Partners
  • Barb Izzo, former Managing Director at a Fortune 100 public company, advisor to several successful Silicon Valley tech companies.
  • Jeff Thomas, NASDAQ Private Market
  • Anna Pinedo, Morrison & Foerster LLP
  • Susan Mac Cormac, Morrison & Foerster LLP

SAN FRANCISCO SESSION:

TuesdayApril 26, 2016
Registration/Breakfast: 8:00 AM – 8:30 AM
Session: 8:30 AM – 11:00 AM

Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105

To register for the San Francisco session on April 26, simply email tstarer@mofo.com.

CLE credit is pending for California and New York.

PALO ALTO SESSION:

Wednesday, April 27, 2016
Registration/Lunch: 11:30 a.m.
Session: 12:00 p.m. – 2:30 p.m.

Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304

To register for the Palo Alto session on April 27, simply email tstarer@mofo.com.

CLE credit is pending for California and New York.

As privately held companies choose to remain private longer and defer their initial public offerings or other liquidity opportunities, these companies are focused on raising capital in private placements made principally to institutional investors, cross-over funds and strategic investors. Late-stage private placements have almost become a prerequisite to an IPO, or perhaps they are the new IPOs.  See our infographic below.

Late Stage Financings

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. The same can be said for already public companies considering their next capital raise.

On Thursday, April 21, 2016, Morrison & Foerster Partners Geoffrey Peck, Anna Pinedo and James Tanenbaum will host a one hour session which will cover:

  • Current market conditions;
  • Financing alternatives for pre-IPO companies;
  • The market for venture debt;
  • The late-stage private placement market;
  • Options to consider on the way to an IPO; and
  • Financing alternatives for recently public companies.

To register for this session, or for more information, please click here.

Event details:
Registration:  8:45 a.m.
Seminar:  9:00 a.m. – 10:00 a.m.

Location:  Morrison & Foerster’s New York Office
250 West 55th Street, New York, NY 10019

CLE credit is pending.