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Pipes Hillary H Capital Raising in the Current Environment I: PIPEs Hillary H. Holmes and Eric Scarazzo June 18, 2020 PIPEs: Panelists Hillary H. Holmes is a partner in the Houston office of Eric Scarazzo ​is Of Counsel in the New York office of Gibson, Dunn & Crutcher and Co-Chair of the firm’s Gibson, Dunn & Crutcher. He is a member of the firm’s Capital Markets practice group. Ms. Holmes advises Capital Markets, Securities and Regulation and companies in all sectors of the energy industry on long- Corporate Governance, Power and Renewables, Global term and strategic capital planning, disclosure and Finance, and Mergers & Acquisitions Practice Groups. reporting obligations under U.S. federal securities laws, Mr. Scarazzo’s practice covers both the conduct of and corporate governance. She represents issuers, securities offerings and service as clients’ outside underwriters, MLPs, financial advisors, private investors, corporate counsel. He advises in a wide range of areas, management teams and private equity firms in all forms such as capital raising transactions, reporting obligations of capital markets transactions. Her extensive experience under the Exchange Act (including significant advisory comprises IPOs, registered offerings of debt and equity work with respect to acquisition reporting), prospective securities, private placements of debt and equity and remedial stock exchange compliance, and beneficial securities, structured preferred equity, joint ventures and ownership reporting matters (particularly complex private equity investments. She frequently advises Section 13 and 16 disclosure matters). As day-to-day boards of directors, special committees, and financial outside counsel he also assists clients in communicating advisors in M&A transactions involving conflicts of with investors and the U.S. stock markets, and ensuring interest or unique complexities. that they fulfill their disclosure obligations with the Securities and Exchange Commission. Additionally, he Ms. Holmes is Band 1 ranked by Chambers USA in has been a certified public accountant for nearly 20 Capital Markets: Central United States, and in Energy / years. Oil & Gas Transactions: Nationwide and Corporate / M&A: Texas. Mr. Scarazzo received his J.D. from UCLA and his Masters in Accounting and his B.S. from the University of Ms. Holmes received her J.D. from the University of Virginia. Pennsylvania Law School and her B.A., cum laude, from Duke University. Contact: Office - 212.351.2389 Contact: Email - [email protected] Office - 346.718.6602 https://www.gibsondunn.com/lawyer/scarazzo-eric/ Email - [email protected] https://www.gibsondunn.com/lawyer/holmes-hillary-h/ Special appreciation to Gibson Dunn associates Harrison Tucker and Jonathan Lee for their assistance with this presentation. Gibson Dunn 2 PIPEs: Table of Contents I. Overview of PIPE Transactions § Background on PIPEs, including current state § Advantages and disadvantages of PIPEs II. Deal Structure § Key terms (security, transaction and governance) § Select issuer and investor considerations III. Annexes § Case studies and other resources Gibson Dunn 3 Overview of PIPE Transactions Overview – Background PIPE: Private Investment in Public Equity • Definition. A private placement by a public company of equity or equity-linked securities to selected accredited investors. • Typical Characteristics. Generally less than 20% of issuer’s equity, with restrictions on trading issued securities for a certain period of time. Transactions are private and often highly negotiated. • Typical Context. Higher cost of capital than debt, so issuers traditionally utilize PIPEs when credit market is inaccessible or impractical. Tightening of credit market can also push financial sponsors to invest in PIPEs because of potential for high returns and difficulty of engaging in leveraged buyouts. Gibson Dunn 5 Overview – Current State of PIPEs PIPEs are on the rise, particularly among larger public companies and private equity sponsors. • Larger Deals. Since February 2020: Parallels to Great • More than 50 proposed or closed PIPE transactions of over $300 Recession million. • 14 companies have raised at least $1 billion, including Twitter Inc., Ø Similarities: Rise in PIPE Carnival Corp. and Dick’s Sporting Goods. activity given tightening of credit markets. • New Participants. Since February 2020, 44% of large PIPE transactions were completed by companies that have never previously accessed the PIPE Ø Differences: Influx of market, including Coty Inc., Under Armour Inc. and Lyft Inc. larger companies • Other Recent Notable Transactions. doing larger deals and some enhanced • Norwegian Cruise Lines Holdings Ltd.’s issuance of $400 million in interest from convertible debt to L Catterton. institutional • Expedia’s $1.1 billion preferred nonconvertible issuance to Apollo investors. Management and Silver Lake Partners. • Refer to Annex A (Selected Case Studies) and Annex B (Additional Precedent on PIPE Transactions) Gibson Dunn 6 Overview – Sponsor PIPE Issuances $22.0 PIPE Volume ($bn) $20.0 14 20 29 28 24 48 $18.0 $16.0 $15.5 $14.0 $10bn OXY ) PIPE Annualized bn $12.0 $10.0 $10.6 $8.4 $8.5 Volume ($ Volume $8.0 $0.5 $0.8 $7.0 $7.3 $2.5 $1.5 $6.0 $5.5 $1.6 $0.2 $5.0 $0.9 $2.2 $2.3 $4.0 $2.3 $1.8 $0.3 $1.2 $0.5 $0.3 $0.6 $2.0 $2.3 $0.4 $0.1 $0.7 $2.6 $2.1 $4.0 $2.3 $2.4 $0.0 2015 2016 2017 2018 2019 2020 YTD Common Stock Common Stock with Warrants Convertible Note Convertible Preferred Non-Convertible Debt / Preferred ____________________ Gibson Dunn Source: Private Raise as of 5/8/2020. 7 Includes Unregistered Sponsor PIPEs, closed or in definitive agreement, of at least $100mm in size and at least 5% of market cap since 2015. Security types include Common Stock, Preferred Stock, Convertible Preferred, Convertible Debt, Non-Convertible Preferred and Non-Convertible Debt. Overview – Advantages of PIPEs PIPEs are highly customizable, fast and available when other financing sources may not be. Availability Execution Investment • Issuer. Can be executed when • Speedy and Confidential • Customization. Securities can be debt financing or public equity Transaction. Reduces burden on specifically tailored to objectives offering may not be possible. management and transactions of investor and issuer. costs and can be executed quickly • Financial Sponsor as Investor. and quietly without advance public • Investor Base. Issuer can target Attractive alternative to LBOs. disclosure. specific investors and expand base of institutional investors. • Diligence. May be limited due to investor sophistication and • Strong Platform. Investor can investors’ desire not to receive quickly gain significant position in MNPI, although many investors do promising public company. require significant due diligence. • Securities Registration. Registration not required and not subject to “baby shelf” restrictions. Gibson Dunn 8 Overview – Disadvantages of PIPEs The market for PIPEs may be opaque, and PIPEs may create post- investment obligations. Availability Execution Investment • Network Required. Knowledge of • Price Discount and Dilution. Purchase • Compromises. May signal investors required, given significant price often heavily discounted and may desperation, require giving up some participation in market by hedge funds be significantly dilutive. control and have chilling effect on and distressed investors. subsequent acquisition of issuer or • Approvals, Compliance and future financing activity. Issuer Registration. May require shareholder approval under NASDAQ or NYSE rules (refer to Annex C), HSR or other filings (refer to Annex D) or approvals or SEC registration on back end. • Limited Market. Limited and opaque • Limited Diligence. Diligence and • Ownership Hurdle. Significant market for PIPE issuers. transactional timeline may be NASDAQ and NYSE hurdles for accelerated. investments over 20% (refer to Annex C) Investor Gibson Dunn 9 Deal Structure Deal Structure – Key Terms PIPE terms generally revolve around the following: The Security Governance and Rights The Transaction Gibson Dunn 11 Deal Structure – The Security PIPE terms generally revolve around the following: Economic The Security 1. Size of investment 2. Type of security 3. Coupon/dividends 4. Priority 5. Maturity Governance 6. Liquidation preference and Rights Non-Economic 1. Redemption/repurchase rights 2. Conversion rights The 3. Anti-dilution protections 4. Voting rights Transaction 5. Registration rights 6. Change of control/fundamental change protections Gibson Dunn 12 Deal Structure – Governance and Rights PIPE terms generally revolve around the following: Investor Rights The Security 1. Board seats and observer rights 2. Consent and approval rights 3. Preemptive/participation rights 4. Information rights Governance 5. Covenants, defaults and remedies and Rights 6. Other Issuer Protections 1. Standstill 2. Restrictions on transfer The 3. Voting agreements Transaction 4. Other Gibson Dunn 13 Deal Structure – The Transaction PIPE terms generally revolve around the following: The Security Governance and Rights The 1. Fee and expense reimbursements 2. Closing conditions Transaction 3. Documentation Gibson Dunn 14 Deal Structure – Issuer Considerations Select Issuer considerations also include: State Law Contractual •Board fiduciary duties, including conflicts of interest •Existing preemptive, anti-dilution, registration and •Adequacy of authorized capital similar rights •Poison pill triggers •Debt covenants •DGCL § 203 and similar anti-takeover statutes •Standstill and
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