At-the-Market Offerings: Legal Considerations for Issuers and Investors

Evaluating and Using ATMs to Raise Public Equity

Recording of a 60-minute CLE webinar with Q&A


Conducted on Wednesday, May 12, 2010

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to counsel advising issuers and institutional investors on the emerging use of at-the-market offerings as a financing alternative. The panel will offer strategies for leveraging the new financing opportunity while managing legal and business risks.

Description

Disruptions in the capital and credit markets over the past 24 months have restricted the ability of public companies to raise capital via traditional means. Companies seeking to reduce debt, make investments or fund working capital needs have increasingly turned to at-the-market offerings (ATMs).

ATMS provide flexibility and opportunity in all types of markets. Through ATMs, a public company can, over time, sell newly issued shares into the trading market at current market prices, rather than at a fixed price in a single takedown.

Counsel evaluating the benefits and risks of ATMs must understand the various statutes, regulations and exchange rules governing their use. Counsel must also be prepared to handle the due diligence, legal opinions and comfort letters periodically required during the offering period.

Listen as our authoritative panel of corporate finance attorneys and an investment banker discusses emerging trends in the use of ATMs and provides legal and business strategies for issuers and institutional investors to leverage the new financing opportunities.

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Outline

  1. ATM Overview
  2. Setting up an ATM offering
    1. Eligibility requirements
    2. Documentation
  3. Legal and business considerations and strategies
    1. Shelf registration maintenance
    2. Disclosure
    3. Transaction costs and deliverables
    4. Regulation M and other securities laws
    5. Trading windows
    6. Exchange and FINRA requirements
    7. Comparison to other equity products
  4. Current Trends
    1. Globalization
    2. Execution

Benefits

The panel will review these and other key questions:

  • What benefits and risks do ATMs offer as an alternative source of financing for businesses seeking capital?
  • What are the unique securities requirements applicable to ATMs — and legal concerns associated with them?
  • What best practices should counsel apply in representing issuers, shareholders and investors in ATM offerings?

Faculty

Dean M. Colucci
Dean M. Colucci

Partner
DLA Piper

He has a broad corporate finance practice that extends across structured and asset-based finance, global infrastructure...  |  Read More

Joshua Feldman
Joshua Feldman
Director
Cantor Fitzgerald

He is a senior member of the Equity Capital Markets Execution Group. His team is dedicated to the Controlled Equity...  |  Read More

James T. Seery
James T. Seery

Partner
DLA Piper

His experience includes public and private offerings of debt and equity securities, acquisitions of public and private...  |  Read More

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