ABOUT PIPE TRANSACTIONS

A PIPE refers to a private placement of securities of an already-public company made to selected institutional investors wherein, investors enter into a purchase agreement that commits them to purchase securities and requires the issuer to file a resale registration statement covering the resale from time to time by the investors of the privately purchased securities.

  • What’s the Deal? – PIPE Transactions (Guide)
    In this What’s the Deal? guide, we provide an overview of the PIPE transaction format.
  • Introduction to PIPE Transactions (Presentation)
    This presentation covers the basics of a PIPE transaction and legal considerations associated with undertaking the financing.
  • Top Ten Practice Tips: PIPE Transactions by SPACs
    This practice note discusses ten practice points to help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a PIPE transaction alongside a SPAC business combination transaction.
  • MB Microtalk: PIPE Transactions (Podcast)
    This microtalk discusses the basic structure of a PIPE, or private placement by an already public company.
  • PIPE Transactions vs. Registered Directs (Chart)
    This chart compares and contrasts the characteristics of, and benefits associated with, PIPE transactions and registered direct offerings.
  • Investor Status (Chart)
    Various securities regulations, including exemptions from the securities registration requirements, in the United States incorporate limitations on the types of investors that may participate in a transaction. This chart describes the most important categories to consider for US transactions.
  • At A Glance: PIPE Transactions (Infographic)
    This infographic covers PIPE transactions market trends in 2021.

Access all blog posts related to PIPEs, Private Placements, Exempt Offerings, 20% Rule, and SEC News on Free Writings & Perspectives.

Presentations

Recent Presentations

  • Private Placements and Hybrid Securities Offerings 2023 (produced by PLI; Mayer Brown’s Anna Pinedo, Program Chairperson)
    March 14 – March 15, 2023
  • Private Placements and Hybrid Securities Offerings 2022 (produced by PLI; Mayer Brown’s Anna Pinedo, Program Chairperson)
    March 31 – April 1, 2022
  • Private Placements and Hybrid Securities Offerings 2021 (produced by PLI; Mayer Brown’s Anna Pinedo, Program Chairperson)
    April 20 – 21, 2021
  • De-SPACing: Overview, Special Securities Law and Financial Statement Considerations and Derisking the Process with a PIPE Transaction (produced by PLI)
    January 27, 2021 | Materials
  • SEC and Other Developments Affecting Private Capital Markets (produced by IFLR)
    November 17, 2020 | Recording
  • PIPE & Other Capital Raising Transactions in Connection with De-SPACing (co-hosted with ICR Strategic Communications & Advisory and Stifel)
    November 5, 2020 | Materials
  • SPACs Boom onto the Market in 2020 as an Alternative to Traditional IPOs
    US ECM Roundtable Webinar Series (produced by the International Finance Review)
    October 13, 2020 | Recording & Materials
  • The Great Equity Recapitalization in a Post COVID-19 Funding Environment
    US ECM Roundtable Webinar Series (produced by the International Finance Review)
    October 6, 2020 | Recording & Materials
  • Investment Banking Basics: Fundamentals of Capital Structures
    Pocket MBA 2020: Finance for Lawyers & Other Professionals (produced by PLI)
    September 21-22, 2020 | Recording & Materials
  • Securities Act Exemptions
    Understanding the Securities Laws 2020 (produced by PLI)
    July 16-17, 2020 | Recording & Materials
  • Life Sciences Financing Trends and Outlook
    June 17, 2020 | Request Materials
  • COVID-19: Temporary Nasdaq Relief from Shareholder Vote Requirements (produced by PLI)
    May 20, 2020 | Recording
  • Private Placements & Hybrid Offerings 2020 (produced by PLI)
    April 20-21, 2020 | Recording | Materials (Day One Intro, Day Two Intro)
  • PIPE Transactions: Basics and Current Developments
    April 8, 2020 | Recording | Materials
  • Understanding the Securities Exchange Shareholder Vote Requirements (“the 20% Rule”) in the Context of Financings
    March 26, 2020 | Recording | Materials

Additional Presentations

  • Financing Alternatives for Life Sciences Companies (produced by PLI)
    Recording | Materials
  • The SEC’s Concept Release on Exempt Offerings: Will it Create Harmony? (produced by PLI)
    Recording | Materials
  • Investment Banking Basics: Fundamentals of Capital Structures
    Pocket MBA 2019: Finance for Lawyers & Other Professionals (produced by PLI)
    Recording | Materials (New York, San Francisco)
  • Securities Act Exemptions Understanding the Securities Laws 2019 (produced by PLI)
    Recording | Materials
  • Private Placements & Hybrid Offerings 2019 (produced by PLI)
    Recording | Materials (Day One Intro, Day Two Intro)
  • Financing Alternatives for Life Sciences Companies 
    Recording | Materials
  • PIPE Transactions: Basics and Current Developments (produced by Intelligize)
    Recording | Materials
Podcasts & Videos
PUBLICATIONS

Treatises and Books

  • EXEMPT AND HYBRID SECURITIES OFFERINGS
    Practising Law Institute (Fourth Edition)

Practising Law Institute’s Exempt and Hybrid Securities Offerings is the first practical, accessible resource to provide comprehensive legal, regulatory, and procedural guidance regarding these increasingly popular offering methodologies. For more information about this treatise, visit our dedicated resource page.

  • PIPEs: A GUIDE TO PRIVATE INVESTMENTS IN PUBLIC EQUITY
    Bloomberg Press (Second Edition)

This revised and updated guide presents the views, voices, and invaluable expertise of leading practitioners from all specialties in the field.  Partner Anna Pinedo contributes Chapter 5, The Law: Legal & Regulatory Framework, to the Regulatory Landscape and Structural Alternatives section of the guide.  The guide can be purchased here.

Articles and Legal Updates