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PIPE - Private Investment in Public Equity

According to CFO magazine, once a finance option of last resort, private investment in public equity (PIPE) deals are going mainstream. The financing instrument, which involves selling equity securities in public companies to accredited private investors, has become safer for issuers and far more common.

An estimated 116 PIPEs closed in the first half of 2004, compared with just 68 deals in all of 2000, according to Thomson Financial. This year's transactions have generated $3.8 billion in funding so far.

The PIPEs of the 1990s "almost universally came with negative covenants," explains Ben Howe, CEO of Boston-based America's Growth Capital. Desperate for funding, companies agreed to such draconian terms as "death spirals," which allowed investors to convert their holdings into more shares as the stock fell, diluting the stock exponentially if it continued to perform poorly. Today, many are straight common-stock transactions sold at a 10 to 15 percent discount on the stock's market price. And the average deal size has increased to more than $10 million, attracting the attention of larger, more reputable investors like Fidelity Investments.

"Now PIPEs are recognized as a legitimate tool," says Eleazar Klein, a partner at law firm Schulte Roth & Zabel LLP in New York. "They're not this sleazy thing that's going to kill your company." For example, Ultimate Software Group Inc., a $60 million Weston, Fla., maker of workforce-management software, completed its second PIPE in May. CFO Mitchell Dauerman says he had reservations when he first considered the instrument, but quickly became more comfortable after conducting due diligence. "It's a way for us to get quality long-term investors into the stock," he says. Two large mutual funds invested in both of the company's PIPEs.

If you are interested in getting funding through PIPE, please send your request to info@aciba.org. We will be happy to e-mail you the details..

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