Capital-Raising Alternatives for Public Companies in the Current Environment
By Jeffrey T. Hartlin and Michael L. Zuppone
Recent volatility in the stock markets and the current credit crisis have limited many public issuers access to traditional forms of financing, including firm commitment underwritten offerings and convertible debt offerings implemented under Rule 144A of the Securities Act of 1933 (Securities Act). In light of these events, public issuers are exploring other financing structures to meet their capital requirements. These alternatives, which include private investments in public equity (PIPEs), registered direct offerings, at-the-market offerings and rights offerings, may offer public issuers a solution for raising capital in the current environment and also allow them to meet their liquidity needs on a more expedited basis and less expensively than through more traditional financing methods. The availability of some of these financing alternatives to public issuers has increased considerably with the recent amendments to the eligibility requirements of the Form S-3 registration statement. These amendments permit a number of previously ineligible issuers, mainly smallcap and microcap companies, with securities listed on a national securities exchange to conduct limited primary offerings of securities on a delayed (i.e., shelf) basis at varying prices pursuant to Rule 415 under the Securities Act (Rule 415). Changes implemented by the Securities and Exchange Commission (SEC) under its 2005 Securities Offering Reform have further increased the benefits and appeal of many of these alternatives to both issuers and investors.