NASDAQ Private Markets and Morrison & Foerster recently described the process for verifying the status of investors when a company chooses to use general solicitation to conduct a Rule 506(c) offering.  In this video blog, Anna Pinedo reviews the SEC Staff’s principles-based guidelines for verification of an accredited investor and also non-exclusive methods for verification.

To watch this video, visit the NASDAQ Private Markets Resource Center.

 

NASDAQ Private Markets and Morrison & Foerster recently discussed the conditions a private company must satisfy in order to rely on Rule 506 for a private placement.  In this video blog, Anna Pinedo highlighted general reminders related to conducting a private placement; general solicitation considerations; approaching accredited and non-accredited investors; bad actor requirements; and Form D filings.

To watch this video, visit the NASDAQ Private Markets Resource Center.

 

NASDAQ Private Markets and Morrison & Foerster recently reviewed Rule 506.  In this video blog, Anna Pinedo focuses on the changes to Rule 506 brought about by the JOBS Act, Rule 506(b) and the conditions for the safe harbor, Rule 506(c) and the additional requirements associated with the use of general solicitation, and market practice.

To watch this video, visit the NASDAQ Private Markets Resource Center.

NASDAQ Private Markets and Morrison & Foerster recently discussed Section 4(a)(2), the statutory private placement exemption, and Rule 506, the most popular Regulation D safe harbor.  In this video blog, Anna Pinedo discusses the requirements for an exemption from registration, the participants in a typical private placement, and the documentation and process.

To watch this video, visit the NASDAQ Private Markets Resource Center.

 

Thursday, November 2, 2017
9:00 a.m. – 7:30 p.m. GMT

The Tower Hotel
St Katharine’s Way
London, United Kingdom E1W 1LD

Morrison & Foerster Sponsorship

An increasing number of European corporate borrowers and investors are now looking to the private placement market as an attractive opportunity, for financing and investment.

The Private Placements Global Forum – Europe 2017 will provide the best opportunity in Europe to hear from the experts on the key issues for European corporates issuing in the private placement market and the key investment opportunities for global investors.

Partner Scott Ashton will deliver the conference chair’s opening remarks and will participate in a panel discussion entitled “Documentation Issues.” Mr. Ashton will also participate in a panel discussion entitled “Private Placements for Academic Institutions.”

Partner Brian Bates will participate in a panel discussion entitled “Issuing in the Global Private Placement Market for European Corporates.”

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

NASDAQ Private Markets and Morrison & Foerster recently discussed Rule 504, a safe harbor for smaller offerings.  In this video blog, Anna Pinedo discusses the recent amendments to Rule 504 that, among other things, increase the offering threshold, as well as the general conditions for reliance on Rule 504.

To watch this video, visit the NASDAQ Private Markets Resource Center.

 

 

 

 

 

 

 

 

Practising Law Institute’s Exempt and Hybrid Securities Offerings is the first practical, accessible resource to provide you with comprehensive legal, regulatory, and procedural guidance regarding these increasingly popular offering methodologies.

Authored by Morrison & Foerster Partners Anna Pinedo and James Tanenbaum, the third edition of Exempt and Hybrid Securities Offerings gives you a useful understanding of the applicable regulations and legal framework for these transactions, as well as the implications of these regulations for structuring transactions.

The treatise provides a detailed analysis of the regulations and guidance affecting exempt and hybrid securities offerings, as well as offers market context and practical structuring advice. Packed with checklists, transactional timelines, SEC guidance, and a wealth of labor-saving sample documents, Exempt and Hybrid Securities Offerings offers the relative advantages and drawbacks of the most commonly used forms of exempt and hybrid offerings. It clearly explains:

  • conducting venture private placements;
  • traditional and structured PIPE transactions;
  • institutional (debt) private placements;
  • Rule 144A offerings;
  • Regulation S offerings;
  • Regulation A offerings and crowdfunding;
  • shelf takedowns;
  • registered direct and ATM offerings;
  • confidentially marketed public offerings; and
  • continuous issuance programs, including MTN and CP programs.

This comprehensive three-volume treatise, with useful forms, has been updated to reflect changes brought about by the Dodd-Frank Act, the JOBS Act, the FAST Act, and other recent regulatory changes.

For more information, please click here.

Monday,  September 25, 2017
11:00 a.m. – 12:30 p.m. EDT
4:00 p.m. – 5:30 p.m. BST

The cross-border private placement market has continued to grow, providing 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.

Speakers:

  • Scott Ashton, Partner, Morrison & Foerster
  • Brian Bates, Partner, Morrison & Foerster
  • Tarun Sakhrani, Director, Barclays

CLE credit is pending for California and New York.

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

Since 2004, the number of companies valued at over $1 billion, known as unicorns, has grown exponentially.  Pitchbook’s recently published Unicorn Report notes that unicorns currently make up one-fifth of 2017’s total deal value. There are currently 176 U.S.-based companies that are classified as unicorns.  While the number of unicorns has increased, the number of financings and average deal size has declined.  In 2017, to date, there have been 43 financings for U.S.-based unicorns, raising $10 billion.  Last year, unicorns raised $18.2 billion in 68 deals and 2015 saw 118 deals raising $20.4 billion.

There are 17 companies that achieved unicorn status in the U.S. during 2017, to date.  On average, it took 6.7 years for these companies to reach unicorn status since their founding.  Looking at all U.S. unicorns, the companies have an average age of 8.8 years.

As more companies are electing to remain private for a number of reasons, including the costs associated with going public and remaining a public company, unicorn exits are scarce.  In 2017, to date, there have been eight exits by unicorns valued at $8.7 billion.  In 2016, there were 10 exits valued at $15.6 billion.  This year, two unicorns were acquired and five went public.

Access Pitchbook’s Unicorn Report here: https://pitchbook.com/news/reports/2017-unicorn-report.