Private placement resources

Deciding Among Exempt Offering Alternatives
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other things, the amount of capital they seek to raise, whether the ability to use general solicitation or the ability to test the waters is important to their distribution plans, which categories of investors are most likely to participate in the proposed offering, the constraints on resales of the offered securities by investors, and whether state securities registration will be required. We have organized this comparative chart to frame the answers to these questions for issuers and their financial intermediaries.

Investor Status
Various securities regulations including, but not limited to, exemptions from the securities registration requirements in the United States incorporate limitations on the types of investors that may participate in a transaction. In many cases, financial tests may be used as a proxy for sophistication. In this chart, we describe the most important categories to consider for US transactions.

RULE 144A Resources


Rule 144A Debt Offering vs. 4(a)(2) Debt Placement 
This chart briefly summarizes some of the principal differences between a traditional Rule 144A offering of debt securities and an institutional (or “insurance”) private placement of securities.

JOBS Act and ipo related resources


JOBS Act IPO On-Ramp Accommodations 
This chart summarizes the accommodations made available to emerging growth companies (EGCs) as a result of the JOBS Act.

Comparing the Registration, Reporting and Governance Requirements for Domestic (U.S.) Companies and Foreign Private Issuers

This chart summarizes briefly some of the benefits available to, and the accommodations made for, foreign private issuers that elect to register a class of securities with a U.S. securities exchange and offer securities publicly in the United States.

NYSE Versus Nasdaq Global Market Principal Quantitative Listing Requirements

This table summarizes the principal quantitative requirements; there are also qualitative requirements.

rESEARCH

Research Rules at a Glance
Navigating the FINRA and SEC research related rules is difficult, especially in connection with research published in proximity to a securities offering.  The above graphic is intended to summarize the principal rules of the road.

LIABILITY MANAGEMENT


Managing Your Balance Sheet
Choosing the right liability management alternative to restructure or retire outstanding debt securities or to manage risk and reduce funding costs may depend on a number of factors. In this chart, we summarize the principal considerations for issuers.

Abbreviated Tender or Exchange Offers
Guidance from the staff of the Securities and Exchange Commission issued in 2015 sets out circumstances under which certain issuers may conduct a tender offer for non-convertible debt securities on an expedited basis. We set forth above an illustrated summary of the factors to consider in determining whether the abbreviated tender or exchange offer approach is available.

Social media

Social Media Compliance Guide for issuers, broker-dealers, and advisers
The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers.  This Compliance Guide summarizes briefly some key considerations.

compliance topics

Components of Regulation Best Interest
On April 18, 2018, the Securities and Exchange Commission (SEC) introduced a package of proposals aimed at enhancing the quality and transparency of investors’ relationships with investment advisers and broker-dealers. The proposed Regulation Best Interest introduces three obligations for broker-dealers designed to require broker-dealers to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities: the disclosure obligation, the care obligation, and the conflict of interest obligation. Given that the Regulation Best Interest proposing release is well over 1,000 pages, we have summarized in the above chart key aspects of the proposed rule.

Rule 144

Recap of Rule 144
Rule 144 is a non-exclusive safe harbor. In this chart, we summarize briefly the principal requirements applicable to affiliates and non-affiliates.

publications

Lexis Practice Advisor® Practice Notes

Market Trends 2017/18: Brexit Disclosure
Counsel Helen Shouhua Yu and associate Gonzalo Go discuss Brexit-related disclosure enhancements for SEC filings.

Market Trends 2017/18: Business Development Companies
Counsel Brian D. Hirshberg discusses notable transactions; deal structure and process; legal and regulatory trends; and the market outlook for business development companies.

Market Trends 2017/18: Lock-up Agreements
Partner Anna Pinedo discusses the typical length of the lock-up period; lock-up carveouts; lock-up releases; and best practices for pre-IPO private placements.

Market Trends 2017/18: Medium-Term Note Programs
Counsel Bradley Berman discusses deal structure and process; disclosure trends; and the market outlook for MTN programs. Recent changes to indentures due to TLAC requirements and disclosure changes due to the potential cessation of LIBOR are highlighted.

Market Trends 2017/18: Registered Direct Offerings
Partner Anna Pinedo discusses notable registered direct offerings; deal structure and process; industry insights; legal and regulatory trends; and the market outlook for registered directs.

Practical Law Global Guide 2018

Covered Bonds and the US Market
Partner Jerry Marlatt provides an overview of the two basic models for covered bonds, together with the benefits of covered bonds for investors and issuing institutions. The prospects for the introduction of US legislation on covered bonds are analysed, along with future developments for Europe, the US and cross market.

This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.

Equity Capital Markets in the United States: Regulatory Overview 
Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman provide an overview of the main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer documents, marketing, bookbuilding, underwriting, timetables, stabilization, tax, continuing obligations, and de-listing.

This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.

Debt Capital Markets in the United States: Regulatory Overview 
Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman provide an overview of legislative restrictions on selling debt securities, market activity and deals, structuring a debt securities issue, main debt capital markets/exchanges, listing debt securities, continuing obligations, advisers and documents, debt prospectus/main offering document, timetables, tax, clearing and settlement, and reform.

This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.

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