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What is the difference between the types of private placements that PlacementTracker covers: PIPEs, 144-A and Reg S?

PlacementTracker divides private placements into three categories or legal structures: PIPEs, 144-A Convertible Transactions, and Reg S transactions. Most of the transactions we track are PIPEs (Private Investments in Public Entities). For our purposes, we consider PIPEs as any type of Reg D Offering, Shelf Sale, or Equity Line Arrangement. Reg D is an SEC Rule that allows public companies to issue stock privately to a group of accredited investors without the need for public registration prior to the sale. Shelf Sales and Equity Line Arrangements actually require a registration statement to be effective prior to the sale of the stock, technically making them public offerings. We track them as PIPEs because these structures emerged as on offshoot from the PIPE market. 144-A transactions are private convertible debt or convertible equity offerings that allow the investors to resell their securities to other Qualified Institutional Buyers (QIBs) without registration. Normally 144-A transactions are larger in size than PIPE placements and are normally sold by the issuer to a financial intermediary and then resold by that financial intermediary to a group of QIBs. QIBs are larger institutions that have over $1B under management. Reg S is a form of private offering involving only non-U.S. investors. Since 1997, Reg S offerings have become less used because of changes to SEC regulations covering such offerings and because of the increase in popularity of PIPEs offerings. At PlacementTracker our primary focus is on tracking, reporting, and analyzing the issuers, investors, and agents in the PIPE market.

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