Exempt and Hybrid Securities Offerings is both a comprehensive reference on exempt and hybrid securities offerings, including the history and evolution of exempt offering exemptions, and a practical handbook, with step-by-step guides, practice pointers, and forms.
For lawyers and businesspeople seeking to undertake capital raising transactions, the book provides a plain English, user-friendly explanation of key concepts relating to exempt securities offerings and public offerings having certain characteristics usually associated with private offerings, as well as a discussion of legal issues, documentation, and market trends for the most important types of securities offerings.
The book gives practical guidance for each principal type of exempt offering: private placements; venture capital financings; institutional debt private placements; PIPE transactions; structured PIPE transactions; Regulation A offerings; crowdfunding transactions; registered direct offerings; continuous offering programs (privately placed MTN programs and banknote programs); and more.
Exempt and Hybrid Securities Offerings also includes a volume of more than fifty practical forms, including sample agreements, checklists, timelines, questionnaires, and letters. Purchasers will also receive a link to downloadable versions of the forms.
The Fourth Edition has been comprehensively updated to cover all of the latest developments:
- The trend toward companies remaining private longer and deferring their IPOs
- The increased reliance on private placements and exempt offerings to raise capital and the fact that in the United States the amounts of capital raised in exempt offerings now vastly exceeds the amounts raised in SEC registered public offerings
- The need by private companies to provide liquidity to employees and early holders through secondary markets and the growth in private secondary markets
- The proliferation of exempt offering alternatives following the JOBS Act, like Regulation A, crowdfunding, and Rule 506(c)
- Changes to the securities law integration framework
- Changes to the exempt offering framework as a result of the SEC’s amendments in 2020, which became effective in 2021
- Changes to Rule 701 and proposed amendments to Rule 701 and Form S-8
- Proposed amendments to Rule 144
- SEC Staff guidance regarding the types of communications that constitute “general solicitation”
- New communications safe harbors
- New SEC Staff guidance relating to equity lines of credit
- Changes in market practice relating to PIPE transactions and structured PIPE transactions
- Changes to FINRA rules relating to private placements and the related communications
- Changes to the NYSE and Nasdaq shareholder vote rules related to private placements