Public Offerings, PIPEs and Alternative Investments
Public Offerings, PIPEs and Alternative Investments
The Securities Group (and PIPEs subgroup) at Kelley Drye consists of some of the foremost authorities in the field of public securities offerings and alternative investment structures—representing investors, investment banks, companies, underwriters, placement agents, hedge funds and private offices in the structuring, negotiation and developments of underwritten offerings, registered direct offerings, CMPOs (Confidentially Marketed Public Offerings), PIPEs (Private Investments in Public Equity) and other related products.
 
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
  • Represented the lead investor in a $10.75 million PIPE offering of senior convertible notes and senior secured convertible notes (purchased with cash and a promissory note secured by cash, SPAC and G10 assets) by Real Goods Solar, Inc.

  • Represented Roth Capital Partners, as placement agent, in a $2.5 million registered direct offering of shares of common stock and warrants by My Size, Inc.

  • Represented Roth Capital Partners, as placement agent, in a $1.2 million PIPE offering of convertible notes and warrants by My Size, Inc.

  • Represented Aegis Capital Corp in a $8.1 million underwriting offering of shares of common stock of Ocean Power Technologies, Inc.

  • Represented Aegis Capital Corp in a $7.4 million best-efforts public offering of shares of common stock of Ocean Power Technologies, Inc.

  • Represented the lead investor in a $400 million PIPE offering of shares of convertible preferred stock by Halcon Resources Corporation.

  • Represented the sole investor in a $5.68 million PIPE offering of senior convertible notes and senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets) by Helios and Matheson Analytics Inc.

  • Represented the sole investor in a $6.7 million PIPE offering of senior convertible notes and senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets) by Helios and Matheson Analytics Inc.

  • Represented the sole investor in a $100 million registered direct offering of shares of convertible preferred stock, warrants to purchase shares of convertible preferred stock, warrants to purchase shares of common stock and shares of common stock by DryShips Inc.

  • Represented the lead investor in a $1 billion registered direct offering, consisting of $456 million in ordinary shares and $543 million in warrants to purchase ordinary shares by Weatherford International plc.

  • Represented Roth Capital Partners in a $4 million underwriting offering of shares of common stock and warrants of Ocean Power Technologies Inc.

  • Represented the lead investor in a $38 million PIPE offering of convertible notes by FuelCell Energy, Inc.

  • Represented Roth Capital Partners in a $1.9 million underwriting offering of shares of common stock of Ocean Power Technologies, Inc.

  • Represented Great Basin Scientific, Inc. in the company’s $52.5 million offering of convertible notes and warrants.

  • Represented Roth Capital Partners, LLC and Maxim Group, LLC in a $6 million underwritten offering of shares of common stock by Ocean Power Technologies, Inc.

  • Represented Oppenheimer & Co., Inc. in a $3.1 million underwriting offering of shares of common stock and warrants of CDTi Advanced Materials, Inc. (f/k/a Clean Diesel Technologies, Inc.).

  • Represented Great Basin Scientific, Inc. in a PIPE offering of $9.2 million convertible notes and warrants.

  • Represented the lead investor in a $17.5 million PIPE offering of convertible notes by Cadiz, Inc.

  • Represented Great Basin Scientific, Inc. in a PIPE offering of $75 million of senior secured convertible notes and warrants.

  • Represented Canaccord Genuity in a $35 million underwritten offering of shares of common stock and three tranches of warrants for EnteroMedics.

  • Represented Cowen and Company in a $5.1 million registered direct offering of shares of common stock and warrants of CDTi Advanced Materials, Inc. (f/k/a Clean Diesel Technologies, Inc.).

  • Represented the lead investor in a $1.26 billion PIPE offering of shares of common stock and preferred stock by  XPO Logistics, Inc.

  • Represented the lead investor in a $30 million multi-tranche PIPE offering of shares of preferred stock by RLJ Entertainment, Inc.

  • Represented the lead investor in a $35 million registered direct and PIPE offerings of convertible notes, shares of convertible preferred stock and warrants by Ascent Solar Technologies, Inc.

  • Represented Canaccord Genuity in a $35 million underwritten offering of shares of common stock and two tranches of warrants for Aeterna Zentaris.

  • Represented the lead investor in a $27 million PIPE offering of convertible notes and warrants by The Wet Seal, Inc.

  • Represented the lead investor in a $13 million PIPE offering of convertible notes and warrants by OCZ Technology Group, Inc.

  • Represented the lead investor in a $98 million PIPE offering of ADR/ADS, ordinary shares and warrants by JA Solar Holdings, Inc.

  • Represented the lead investor in a $10 million PIPE offering of convertible notes and warrants by Odyssey Marine Exploration, Inc.

  • Represented the lead investor in a $32.9 million PIPE offering of shares of common stock and warrants by American Standard Energy Corp.

  • Represented the lead investor in a $25 million PIPE offering of convertible notes and warrants by American Superconductor Corporation.

  • Represented the lead investor in a $35 million registered direct offering pursuant to an indenture of convertible notes and warrants by Pacific Ethanol, Inc.

  • Represented the lead investor in a $83 million PIPE offering of common stock and warrants by A-Power Energy Generation Systems Ltd.

  • Represented XO Communications, Inc. in the bankruptcy restructuring of approximately $1.0 billion of senior debt and $4.2 billion of senior and subordinated notes and subsequent $216 million rights offering.

  • Represented manufacturing company in its $105 million acquisition of a floor care company.
 
 

Overview

The Securities Group (and PIPEs subgroup) at Kelley Drye consists of some of the foremost authorities in the field of public securities offerings and alternative investment structures—representing investors, investment banks, companies, underwriters, placement agents, hedge funds and private offices in the structuring, negotiation and developments of underwritten offerings, registered direct offerings, CMPOs (Confidentially Marketed Public Offerings), PIPEs (Private Investments in Public Equity) and other related products.
 
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

Experience

  • Represented the lead investor in a $10.75 million PIPE offering of senior convertible notes and senior secured convertible notes (purchased with cash and a promissory note secured by cash, SPAC and G10 assets) by Real Goods Solar, Inc.

  • Represented Roth Capital Partners, as placement agent, in a $2.5 million registered direct offering of shares of common stock and warrants by My Size, Inc.

  • Represented Roth Capital Partners, as placement agent, in a $1.2 million PIPE offering of convertible notes and warrants by My Size, Inc.

  • Represented Aegis Capital Corp in a $8.1 million underwriting offering of shares of common stock of Ocean Power Technologies, Inc.

  • Represented Aegis Capital Corp in a $7.4 million best-efforts public offering of shares of common stock of Ocean Power Technologies, Inc.

  • Represented the lead investor in a $400 million PIPE offering of shares of convertible preferred stock by Halcon Resources Corporation.

  • Represented the sole investor in a $5.68 million PIPE offering of senior convertible notes and senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets) by Helios and Matheson Analytics Inc.

  • Represented the sole investor in a $6.7 million PIPE offering of senior convertible notes and senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets) by Helios and Matheson Analytics Inc.

  • Represented the sole investor in a $100 million registered direct offering of shares of convertible preferred stock, warrants to purchase shares of convertible preferred stock, warrants to purchase shares of common stock and shares of common stock by DryShips Inc.

  • Represented the lead investor in a $1 billion registered direct offering, consisting of $456 million in ordinary shares and $543 million in warrants to purchase ordinary shares by Weatherford International plc.

  • Represented Roth Capital Partners in a $4 million underwriting offering of shares of common stock and warrants of Ocean Power Technologies Inc.

  • Represented the lead investor in a $38 million PIPE offering of convertible notes by FuelCell Energy, Inc.

  • Represented Roth Capital Partners in a $1.9 million underwriting offering of shares of common stock of Ocean Power Technologies, Inc.

  • Represented Great Basin Scientific, Inc. in the company’s $52.5 million offering of convertible notes and warrants.

  • Represented Roth Capital Partners, LLC and Maxim Group, LLC in a $6 million underwritten offering of shares of common stock by Ocean Power Technologies, Inc.

  • Represented Oppenheimer & Co., Inc. in a $3.1 million underwriting offering of shares of common stock and warrants of CDTi Advanced Materials, Inc. (f/k/a Clean Diesel Technologies, Inc.).

  • Represented Great Basin Scientific, Inc. in a PIPE offering of $9.2 million convertible notes and warrants.

  • Represented the lead investor in a $17.5 million PIPE offering of convertible notes by Cadiz, Inc.

  • Represented Great Basin Scientific, Inc. in a PIPE offering of $75 million of senior secured convertible notes and warrants.

  • Represented Canaccord Genuity in a $35 million underwritten offering of shares of common stock and three tranches of warrants for EnteroMedics.

  • Represented Cowen and Company in a $5.1 million registered direct offering of shares of common stock and warrants of CDTi Advanced Materials, Inc. (f/k/a Clean Diesel Technologies, Inc.).

  • Represented the lead investor in a $1.26 billion PIPE offering of shares of common stock and preferred stock by  XPO Logistics, Inc.

  • Represented the lead investor in a $30 million multi-tranche PIPE offering of shares of preferred stock by RLJ Entertainment, Inc.

  • Represented the lead investor in a $35 million registered direct and PIPE offerings of convertible notes, shares of convertible preferred stock and warrants by Ascent Solar Technologies, Inc.

  • Represented Canaccord Genuity in a $35 million underwritten offering of shares of common stock and two tranches of warrants for Aeterna Zentaris.

  • Represented the lead investor in a $27 million PIPE offering of convertible notes and warrants by The Wet Seal, Inc.

  • Represented the lead investor in a $13 million PIPE offering of convertible notes and warrants by OCZ Technology Group, Inc.

  • Represented the lead investor in a $98 million PIPE offering of ADR/ADS, ordinary shares and warrants by JA Solar Holdings, Inc.

  • Represented the lead investor in a $10 million PIPE offering of convertible notes and warrants by Odyssey Marine Exploration, Inc.

  • Represented the lead investor in a $32.9 million PIPE offering of shares of common stock and warrants by American Standard Energy Corp.

  • Represented the lead investor in a $25 million PIPE offering of convertible notes and warrants by American Superconductor Corporation.

  • Represented the lead investor in a $35 million registered direct offering pursuant to an indenture of convertible notes and warrants by Pacific Ethanol, Inc.

  • Represented the lead investor in a $83 million PIPE offering of common stock and warrants by A-Power Energy Generation Systems Ltd.

  • Represented XO Communications, Inc. in the bankruptcy restructuring of approximately $1.0 billion of senior debt and $4.2 billion of senior and subordinated notes and subsequent $216 million rights offering.

  • Represented manufacturing company in its $105 million acquisition of a floor care company.
Partner
Email (212) 808-7540(212) 808-7540
Michael Adelstein is one of the foremost attorneys in the field of “alternative investments” and is the chair of Kelley Drye’s PIPEs and Alternative Investments group.  Micha...

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Michael A. Adelstein
Practice Chair
(212) 808-7540
madelstein@kelleydrye.com

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