PLI’s Private Placements and Hybrid Securities Offerings 2020

April 21, 2020



Cleary Gottlieb partner Nicolas Grabar participated in PLI’s Private Placements and Hybrid Securities Offerings 2020 event. Topics included:

  • Why companies rely more heavily on private placements and PIPE transactions in volatile markets
  • 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 exempt offerings
  • Amendments to Rule 701, enforcement matters, and other 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”)

For more information, visit the event website.