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Join our expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings. We begin by addressing the basics of private placements, resales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. We also 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. 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 structuring and conducting traditional private placements, late-stage or mezzanine private placements, PIPE transactions, Rule 144A transactions, and institutional debt private placements.
What You Will Learn
* Basic framework relating to exempt offerings, including Section 4(a)(2) and Regulation D
* Changes to accredited investor definition
* The bad actor rule and practical implications
* Guidance from the SEC Staff on “general solicitation” and “pre-existing substantive relationships”
* Resales of restricted securities; secondary sales of securities of privately held companies and private secondary markets
* Pre-IPO private placements and late-stage or “cross-over” private placements
* Special considerations for broker-dealers, investment advisers and funds engaged in private offerings
* Amendments to Rule 701 and enforcement and other related updates affecting Rule 701
* How to structure, document, and execute a: private placement to institutional investors, a PIPE transaction, a Rule 144A offering, a 4(a)(2) debt private placement, an at-the-market offering, and a confidentially marketed public offering (“CMPO”)
Intended Audience: Corporate and securities attorneys, compliance professionals, investment bankers and allied professionals involved in private placements and hybrid offerings.
Other Prerequisites: None
Advanced Prep: None