PIPEs
A Guide to Private Investments in Public Equity, 2nd, Revised and Updated Edition
Bloomberg Professional
2. Auflage November 2005
320 Seiten, Hardcover
Wiley & Sons Ltd
Private investments in public equity (PIPEs) offer a practical
financing alternative for companies seeking capital and a unique
asset for investors. For practitioners who know how to identify and
execute transactions, PIPEs present a growing opportunity.
This revised and updated guide presents the views, voices, and
invaluable expertise of leading practitioners from all specialties
in the field. The book is divided into three parts: "The Business
of PIPEs," which provides a historical backdrop and overview;
"Regulatory Landscape and Structural Alternatives," which details
the legal framework and transaction structures; and "Deal Flow,"
which offers the investor's perspective on negotiating
deals.
With detailed discussions, ranging from the origins of the
marketplace and deal structures to legal considerations and due
diligence, and from finding new opportunities to trading
strategies, this book provides a clear window to the inner workings
of this active area of the small-cap market. Investors, financial
analysts, investment bankers, corporate and securities attorneys,
and executives of public companies will find substantial value in
the pages of this book.
About the Contributors.
Acknowledgments.
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).
Afterword.
Glossary.
Index.
insights from the bankers, lawyers, and buyers. This is an
important reference for anyone working with PIPEs."
--Paul Roth
Partner, Schulte Roth & Zabel LLP
"A complete guide designed by qualified professionals to
help companies, investment professionals, and investors better
understand PIPEs as a financial tool."
--Mitch Hull
President, Hull Capital Management, LLC
"The PIPE space is made up of so many moving parts, but this
book turns it all into a smooth-running machine. Everyone in
this business has learned to rely on Steven and Kurt for clarity
and understanding."
--Mitch Levine
Managing Member, Enable Capital Management
"Steve Dresner is the most knowledgeable person in the world of
PIPEs. This PIPEs book is the bible of the industry and
the source for anyone seeking straight answers regarding this
otherwise 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 up
with the changes and make the best use of this important financing
vehicle."
--Ramnarain Joseph Jaigobind
Managing Director, Global Equity Capital Markets, Maxim Group,
LLC
"The PIPEs market is one of the most dynamic areas of investment
banking today. Whether you are an investor or an issuer, banker, or
student, this book is a must-read for understanding this
increasingly important area of the equity and equity-linked capital
markets. I strongly recommend this publication to both market
professionals and laypersons interested in the PIPEs
market."
--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 raise
capital. This book will become a handy reference to the
investment community."
--Ron Nash
Past president and founder, Nash Weiss & Co.
(www.pipesreport.com), the first publication dedicated to providing
news, information, and analysis of private investments in public
equity. Formerly, Mr. Dresner was a vice president in the
investment banking group at Ladenburg Thalmann & Co., a
top-performing placement agent for PIPE transactions as ranked by
independent sources. Mr. Dresner was also chairman and chief
executive officer of the telecommunications company and software
developer VCOM Corporation. In addition to publishing The PIPEs
Report, Mr. Dresner is publisher of The Small Cap Report
(www.smallcapreport.com), a monthly research publication focused on
small- and micro-cap equity analysis and market trends and The
Reverse Merger Report, a quarterly focused on the business of
shell mergers and SPACs. As president of DealFlow Media, Mr.
Dresner also produces one of Wall Street's largest annual
events, The PIPEs Conference.
E. Kurt Kim is the founder and chief executive officer of
PrivateRaise, LLC (www.PrivateRaise.com), the leading research
consultancy for comprehensive market intelligence and analysis
pertaining to private placements of equity and equity-linked
securities executed by public companies. PrivateRaise.com was
awarded Forbes's 2002 Best of the Web designation in the
Financial Content Provider category. Mr. Kim has spent the past
decade in various advisory and deal-making capacities within the
financial-services sector.