PIPEs: A Guide to Private Investments in Public Equity [NOOK Book]


Private investments in public equity (PIPEs) offer a practicalfinancing alternative for companies seeking capital and a uniqueasset for investors. For practitioners who know how to identify andexecute transactions, PIPEs present a growing opportunity.

This revised and updated guide presents the views, voices, andinvaluable expertise of leading practitioners from all specialtiesin the field. The book is divided into three parts: "The Businessof PIPEs," which provides a historical...

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PIPEs: A Guide to Private Investments in Public Equity

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Private investments in public equity (PIPEs) offer a practicalfinancing alternative for companies seeking capital and a uniqueasset for investors. For practitioners who know how to identify andexecute transactions, PIPEs present a growing opportunity.

This revised and updated guide presents the views, voices, andinvaluable expertise of leading practitioners from all specialtiesin the field. The book is divided into three parts: "The Businessof PIPEs," which provides a historical backdrop and overview;"Regulatory Landscape and Structural Alternatives," which detailsthe legal framework and transaction structures; and "Deal Flow,"which offers the investor’s perspective on negotiatingdeals.

With detailed discussions, ranging from the origins of themarketplace and deal structures to legal considerations and duediligence, and from finding new opportunities to tradingstrategies, this book provides a clear window to the inner workingsof this active area of the small-cap market. Investors, financialanalysts, investment bankers, corporate and securities attorneys,and executives of public companies will find substantial value inthe pages of this book.

In PIPE (Private Investments in Public Equity) transactions, public companies issue stock and bonds directly, and often discreetly, to large institutional investors, rather than raising capital in the stock and bond markets. "PIPEs" details how these deals are done, for what reasons, and with what caveats.

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What People Are Saying

From the Publisher
"A valuable and comprehensive update on the PIPEs market, withinsights from the bankers, lawyers, and buyers. This is animportant reference for anyone working with PIPEs."
Paul Roth
Partner, Schulte Roth & Zabel LLP

"A complete guide designed by qualified professionals tohelp companies, investment professionals, and investors betterunderstand PIPEs as a financial tool."
—Mitch Hull
President, Hull Capital Management, LLC

"The PIPE space is made up of so many moving parts, but thisbook turns it all into a smooth-running machine. Everyone inthis business has learned to rely on Steven and Kurt for clarityand understanding."
Mitch Levine
Managing Member, Enable Capital Management

"Steve Dresner is the most knowledgeable person in the world ofPIPEs.  This PIPEs book is the bible of the industry andthe source for anyone seeking straight answers regarding thisotherwise complicated subject."
Dian Griesel, PhD
Founder and Chairman, The Investor Relations Group

"The first book to explain the trends in the PIPE industry,this revised and updated edition is essential reading to keep upwith the changes and make the best use of this important financingvehicle."
Ramnarain Joseph Jaigobind
Managing Director, Global Equity Capital Markets, Maxim Group,LLC

"The PIPEs market is one of the most dynamic areas of investmentbanking today. Whether you are an investor or an issuer, banker, orstudent, this book is a must-read for understanding thisincreasingly important area of the equity and equity-linked capitalmarkets. I strongly recommend this publication to both marketprofessionals and laypersons interested in the PIPEsmarket."
Kim S. Fennebresque
Chairman and CEO, Cowen and Company, LLC

"This is a must-read for attorneys, hedge fund managers,investment bankers, traders, and all companies looking to raisecapital. This book will become a handy reference to theinvestment community."
Ron Nash
Past president and founder, Nash Weiss & Co.

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Product Details

  • ISBN-13: 9780470885109
  • Publisher: Wiley
  • Publication date: 5/20/2010
  • Series: Bloomberg Financial , #56
  • Sold by: Barnes & Noble
  • Format: eBook
  • Edition description: 2nd, Revised and Updated Edition
  • Edition number: 1
  • Pages: 291
  • File size: 4 MB

Meet the Author

Steven Dresner is publisher of The PIPEs Report(www.pipesreport.com), the first publication dedicated to providingnews, information, and analysis of private investments in publicequity. Formerly, Mr. Dresner was a vice president in theinvestment banking group at Ladenburg Thalmann & Co., atop-performing placement agent for PIPE transactions as ranked byindependent sources. Mr. Dresner was also chairman and chiefexecutive officer of the telecommunications company and softwaredeveloper VCOM Corporation. In addition to publishing The PIPEsReport, Mr. Dresner is publisher of The Small Cap Report(www.smallcapreport.com), a monthly research publication focused onsmall- and micro-cap equity analysis and market trends and TheReverse Merger Report, a quarterly focused on the business ofshell mergers and SPACs. As president of DealFlow Media, Mr.Dresner also produces one of Wall Street’s largest annualevents, The PIPEs Conference.

E. Kurt Kim is the founder and chief executive officer ofPrivateRaise, LLC (www.PrivateRaise.com), the leading researchconsultancy for comprehensive market intelligence and analysispertaining to private placements of equity and equity-linkedsecurities executed by public companies. PrivateRaise.com wasawarded Forbes's 2002 Best of the Web designation in theFinancial Content Provider category. Mr. Kim has spent the pastdecade in various advisory and deal-making capacities within thefinancial-services sector.

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Table of Contents

About the Editors.

About the Contributors.


Introduction (Steven Dresner).

Part 1. The Business of PIPEs.

1. Overview: An Emerging Market (Richard E. Gormley).

2. The Marketplace: A Statistical Summary (E. Kurt Kim).

3. A Historical Perspective: The Bubble, Converts, and the Birth of Structured PIPEs (James F. O'Brien Jr.).

4. The Players: Issues, Investors, Agents and Regulators (Steven Dresner and Brett Goetschius).

Part 2. Regulatory Landscape and Structural Alternatives.

5. The Law: Legand and Regulatory Framework (James R. Tanenbaum and Anna T. Pinedo).

6. Fundamental PIPEs: Typical Structures and Transactions (Eleazer Klein).

7. Registered PIPEs: Registered Direct Transactions (Joseph Smith).

8. Litigation Strategies: Manageing Litigation Risk and Addressing Other Investor Concerns (Perrie Weiner and Edward Totino).

Part 3. Deal Flow.

9. managing Risk: Securities Structures, Trading, and Deal Documentation (Steve Winters).

10. Due Deligence and Valuation Policy: Caveat Emptor Squared (Stewart Flink).

11. Reverse Mergers and PIPEs: The New Small-Cap IPO (David Feldman).




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