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Pipe Transaction Types
 

PIPE transactions may be issued in a variety of forms, including registered common stock (“registered directs”), unregistered common stock, convertible preferred stock, convertible debt and equity credit lines (“ECLs”).

 

Registered Direct Common Stock

Common stock issued under an existing and effective registration statement. Essentially a traditional add-on offering marketed to, and negotiated with, a select investor universe vs. broad marketing from an institutional and retail sales force. This security offers the investor the benefits of receiving registered shares. Issuers have the benefit of mitigating a liquidity discount and broadening the investor base.

Common Stock

Common stock issued as a private placement under Regulation D with an agreement to register the shares as soon as possible after the transaction closes. Provides investors with the ability to build a position in a security and enables the issuer to quickly and quietly access the equity market. A liquidity discount is typically incorporated into the pricing due to the fact that the investor is unable to trade the shares until they are registered.

Convertible Preferred or Convertible Debt

Equity-linked security structured as preferred stock or subordinated debt. The security is issued as a private placement with an agreement to register the underlying shares as soon as possible after the transaction closes. Provides an investor with a senior position relative to the common shareholders as well as current income in the form of a dividend or coupon. Provides an issuer with broad flexibility with regard to structure and the ability to issue stock at a premium to a straight common stock alternative. Issuers should understand that convertible transactions tend to cause “overhang” in the market, i.e., the downward pressure on stock prices due to the existence of a sizeable block of securities that will be released into the market. Depending on the structure, consideration should also be given to rating agency treatment and senior debt covenants, if applicable.

Equity Credit Line

A contractual agreement between an issuer and investor that enables the investor to purchase a formula-based quantity of stock at set intervals of time, typically monthly, at future stock prices. Formulas tend to be based on trading liquidity. An effective registration statement must be maintained in order for drawdowns to be completed.


   Source: http://www.hlhz.com/main.asp?p=CORP_PIPEProductOverview
 
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