Words of Wisdom

Category Archives: Unregistered Offerings and Resales

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SEC Clarifies That Issuers May Generally Solicit Under New Rule 506(c) Without Complying With Pending Regulation D Rules

In Latham’s FAQs on the SEC’s general solicitation rules we asked whether issuers would be willing to take advantage of new Rule 506(c) after it takes effect on September 23, given the additional Regulation D requirements that the SEC has proposed but not yet adopted.  We also pointed out that the SEC did not express a … Continue Reading

SEC Adopts Repeal of Ban on General Solicitation; Proposes New Reg D Requirements

The SEC yesterday: adopted final rules to repeal the ban on general solicitation in all Rule 144A offerings and certain Regulation D transactions, as required by Title II of the JOBS Act; adopted final rules to disqualify “bad actors” from participating in Regulation D Rule 506 offerings, as required by Section 926 of Dodd-Frank; and … Continue Reading

Rule 144A and Registration Rights

In past installments, we addressed the question posed by your good private equity client, Calvin Coolidge of Green Mountain Capital. Green Mountain, a private equity firm, wants to acquire Maple Syrup, a privately held corporation. Green Mountain is contemplating financing the acquisition with borrowings by Maple Syrup under a new sale of high yield bonds.… Continue Reading

The Curious Case of How to Resell Securities Obtained in an M&A Transaction–Rules 144 and 145

We recently addressed revised Rule 144 in the context of when legends could be removed from restricted securities held by non-affiliates in the absence of an actual resale (i.e., the question when the issuer can instruct the transfer agent to remove restricted legends). Today, we discuss a different issue under revised Rule 144 and related … Continue Reading

Legend Removal: When the Legends Die (Part II of II)

When and how are legends removed from Rule 144A or Reg S restricted global notes?  Part I of “When the Legends Die” dealt with removal of legends from restricted equity securities under Rule 144 other than in connection with a resale.  The guiding principles are the same for debt securities under Rule 144, although the mechanics … Continue Reading

“For A Fistful of Dollars”: IPOs and Concurrent Private Deals

Note: Like much of what we do, this is a complex area and the consequences of getting it wrong are potentially significant (think Section 12(a)(1) recission rights). We discuss below guidance from the SEC that helps chart a course through this terrain. But the actual path will depend on the specific facts and circumstances.  We are issuer’s counsel … Continue Reading