Underwritten offerings provide “traditional” capital to issuers, and we routinely conduct full diligence and provide 10b-5 opinions for both underwriters and issuers in underwritten offerings.  Alternative public offerings, such as registered direct offerings and CMPOs, provide issuers and placement agents with greater certainty both in price and timing than an underwritten public offering and our forms of transaction documents for alterative public offerings have been pre-approved by the largest institutional investors in the micro-cap and mid-cap capital markets.

In a registered direct offering, securities typically are sold by a placement agent on a best efforts basis (rather than a firm commitment underwriting) to a selected number of accredited and institutional investors.  Meanwhile, in CMPOs (sometimes referred to as ‘‘wall-crossed,’’ ‘‘pre-marketed’’ or ‘‘overnight’’ offerings) issuers obtain the benefits of a traditional public offering by an underwriter, on a firm commitment or best efforts basis, with the certainty of a minimum confirmed investment by a select group of accredited and institutional investors combined with a subsequent overnight retail offering.  Through our extensive investor practice, we regularly represent many of the largest institutional investors in the micro-cap and mid-cap capital markets.  Our familiarity with these institutional investors and their preferred drafting practices allows us to efficiently prepare transaction documents and timely resolve both business and legal issues.

While PIPEs have been around for many years, the PIPEs structure began as a method for distressed public companies to raise capital on an expedited basis to avoid bankruptcy.  Since the mid-90s, PIPEs have become a mainstream investment alternative, providing between $35 billion and $45 billion of financing annually to public companies.  The principal advantage of a PIPE transaction is the fact that the PIPE can be completed very quickly, usually with a small group of investors, without requiring the review or approval of the SEC.  In contrast, consummating a registered public offering often takes three to nine months and regulatory approval.  Securities in a PIPE are typically placed to investors in a private placement and subsequently registered on a resale registration statement with the SEC.  With one of the largest PIPEs and alternative investment practices in the country, the PIPEs subgroup of our Securities Group regularly consummates both public and private structured offerings of convertible notes, convertible preferred stock, ADR/ADS based offerings and multi-tranche warrant transactions.

At Kelley Drye, our Securities Group (and PIPEs subgroup) prides itself on providing cutting-edge solutions to navigate the challenges of modern capital raising.  Alternative investment structures demand a high level of specialized knowledge in technical aspects of the federal securities laws, including Reg D, Reg S, Reg A+, Rule 144A and the applicable SEC no-action letters.  Our Securities Group (and PIPEs subgroup) include both private practitioners and former SEC attorneys with decades of experience negotiating with regulators and designing investment structures.
 

Offering Types	Security Types
Underwritten Offering	Common Stock
Registered Direct Offering	Secured Convertible Notes
CMPO	Subordinated Convertible Notes
PIPE Offering	Convertible Notes
Venture Capital Offering	Secured and Unsecured Notes
Secured and Unsecured Note Offering	Warrants
Pre-IPO Financing	Rights
Private Equity Offering	Preferred Stock
144A Offering	Convertible Preferred Stock
ADS/ADR Offering	ADS/ADR
Hybrid Structure	Indentures