PIPEs (eBook)

Steven Dresner is publisher of The PIPEs Report (www.pipesreport.com), the first publication dedicated to providing news, information, and analysis of private investments in public equity. Formerly, Mr. Dresner was a vice president in the investment banking group at Ladenburg Thalmann & Co., a top-performing placement agent for PIPE transactions as ranked by independent sources. Mr. Dresner was also chairman and chief executive officer of the telecommunications company and software developer VCOM Corporation. In addition to publishing The PIPEs Report, Mr. Dresner is publisher of The Small Cap Report (www.smallcapreport.com), a monthly research publication focused on small- and micro-cap equity analysis and market trends and The Reverse Merger Report, a quarterly focused on the business of shell mergers and SPACs. As president of DealFlow Media, Mr. Dresner also produces one of Wall Street's largest annual events, The PIPEs Conference. E. Kurt Kim is the founder and chief executive officer of PrivateRaise, LLC (www.PrivateRaise.com), the leading research consultancy for comprehensive market intelligence and analysis pertaining to private placements of equity and equity-linked securities executed by public companies. PrivateRaise.com was awarded Forbes's 2002 Best of the Web designation in the Financial Content Provider category. Mr. Kim has spent the past decade in various advisory and deal-making capacities within the financial-services sector.

About the Editors.

About the Contributors.

Acknowledgments.

Introduction (Steven Dresner).

Part 1. The Business of PIPEs.

1. Overview: An Emerging Market (Richard E. Gormley).

2. The Marketplace: A Statistical Summary (E. Kurt
Kim).

3. A Historical Perspective: The Bubble, Converts, and the Birth
of Structured PIPEs (James F. O'Brien Jr.).

4. The Players: Issues, Investors, Agents and Regulators
(Steven Dresner and Brett Goetschius).

Part 2. Regulatory Landscape and Structural
Alternatives.

5. The Law: Legand and Regulatory Framework (James R.
Tanenbaum and Anna T. Pinedo).

6. Fundamental PIPEs: Typical Structures and Transactions
(Eleazer Klein).

7. Registered PIPEs: Registered Direct Transactions (Joseph
Smith).

8. Litigation Strategies: Manageing Litigation Risk and
Addressing Other Investor Concerns (Perrie Weiner and Edward
Totino).

Part 3. Deal Flow.

9. managing Risk: Securities Structures, Trading, and Deal
Documentation (Steve Winters).

10. Due Deligence and Valuation Policy: Caveat Emptor Squared
(Stewart Flink).

11. Reverse Mergers and PIPEs: The New Small-Cap IPO (David
Feldman).

Afterword.

Glossary.

Index.

"A valuable and comprehensive update on the PIPEs market, with
insights from the bankers, lawyers, and buyers. This is an
important reference for anyone working with PIPEs."

--Paul Roth

Partner, Schulte Roth & Zabel LLP

"A complete guide designed by qualified professionals to
help companies, investment professionals, and investors better
understand PIPEs as a financial tool."

--Mitch Hull

President, Hull Capital Management, LLC

"The PIPE space is made up of so many moving parts, but this
book turns it all into a smooth-running machine. Everyone in
this business has learned to rely on Steven and Kurt for clarity
and understanding."

--Mitch Levine

Managing Member, Enable Capital Management

"Steve Dresner is the most knowledgeable person in the world of
PIPEs. This PIPEs book is the bible of the industry and
the source for anyone seeking straight answers regarding this
otherwise complicated subject."

--Dian Griesel, PhD

Founder and Chairman, The Investor Relations Group

"The first book to explain the trends in the PIPE industry,
this revised and updated edition is essential reading to keep up
with the changes and make the best use of this important financing
vehicle."

--Ramnarain Joseph Jaigobind

Managing Director, Global Equity Capital Markets, Maxim Group,
LLC

"The PIPEs market is one of the most dynamic areas of investment
banking today. Whether you are an investor or an issuer, banker, or
student, this book is a must-read for understanding this
increasingly important area of the equity and equity-linked capital
markets. I strongly recommend this publication to both market
professionals and laypersons interested in the PIPEs
market."

--Kim S. Fennebresque

Chairman and CEO, Cowen and Company, LLC

"This is a must-read for attorneys, hedge fund managers,
investment bankers, traders, and all companies looking to raise
capital. This book will become a handy reference to the
investment community."

--Ron Nash

Past president and founder, Nash Weiss & Co.