Partner Lona Nallengara (New York-Capital Markets) spoke at Practising Law Institute’s (PLI) Private Placements and Hybrid Securities Offerings program on May 21 -22, 2018.
An expert faculty of leading practitioners and regulators discussed and analyzed the changing regulatory framework and market for private offerings. The panel began by addressing the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. The panelists also addressed the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms; “accredited investor” crowdfunding; offerings using general solicitation; Rule 144A offerings; and the practical implications of these changes for issuers, broker-dealers and investment advisers. The panel continued with a discussion of the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. Finally, the basics of traditional private placements, PIPE transactions and Rule 144A transactions, as well as recent developments affecting each of these capital-raising alternatives, were addressed.