PIPE Transactions

Historically, companies that were funded through a PIPE would register the shares so they would become freely tradable. The company would usually keep the registration statement effective until either the shares that were registered were sold or until such time as the shareholders could sell their shares without any restrictions under Rule 144.
There are [...]

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This entry is part 1 of 14 in the series Reverse Mergers Attract Foreign CompaniesWhile in Manhattan I spoke with several investment bankers and SEC attorneys about the future of reverse mergers and PIPE’s. Considering the plight of the economy and the swings in the financial markets the general consensus was remarkably positive. Reverse mergers [...]

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This entry is part 7 of 8 in the series Shell Mergers for 2007PIPES in 2007
Rodman and Renshaw, LLC was ranked numero uno (#1) for the most active investment bank while Enable Capital Management ranked as the number one most active institutional investor in the PIPE market in 2007.
From Sagient Research comes the following information [...]

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By DealFlow Media – www.dealflowmedia.com
The Securities and Exchange Commission published the final draft of changes it’s making to Rules 144 and 145 of the Securities Act of 1933 on Dec. 6. The rule changes, which deal partly with requirements for holders of restricted stock, have been under discussion since last spring at the SEC and [...]

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The 2007 PIPE’s conference, held last week in New York, was attended by major players in the rapidly evolving reverse merger marketplace. Over the past year the reverse merger segment of the financial services industry has emerged as the defacto IPO marketplace for emerging growth companies and has gained credibility with the SEC. [...]

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This entry is part 14 of 15 in the series Buying an OTCBB Shell

Have you considered the pricing of the shares for your PIPE financing?

As I mentioned in my previous Blog we will now look at two scenarios for pricing a company’s stock in preparation of an impending PIPE financing.

OTCBB Stock Priced at $5.00 a [...]

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This entry is part 13 of 15 in the series Buying an OTCBB Shell

Have you determined the pricing range of the shares of the shell?

Many CEO’s have unrealistic perceptions of the value of their company. They vision their stock being worth substantially more than its true inherent market value. The best way to [...]

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This entry is part 11 of 15 in the series Buying an OTCBB Shell9. Are you planning on raising a round of financing through a PIPE transaction?
One of most difficult parts of the going public through a reverse merger process is the capital raise. Many of today’s shell financings are done through what [...]

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Roy E. Bertolatus
Texas Lawyer
May 8, 2007
Private investment in public equity (PIPE) transactions involves a private placement of securities by an already-public company, with the issuer committing to register the securities for resale promptly after the private placement is completed. Although variations exist, in the most standard PIPE transaction the investors in the private placement [...]

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On Tuesday, January 3, 2007, attorney David Feldman meet with Martin Dunn, Deputy Director of the SEC’s Division of Corporation Finance (Corp Fin) and David Lynn, Chief Counsel of Corp Fin. Subject to signoff from their boss John White, the Director of Corp Fin, these two, with the assistance of other staffers, have been formulating [...]

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