最近中概股火，被阿里等上市带动大市，很多美国投资者、对冲基金等都赚大钱！
如果有中国概念股需要融资（PIPE，Block Trade），请联系我；如果有中概股高管需要套现（10b-5），请联系我。我们华尔街伙伴可以在几天内投资或套现几百到几亿美元，他们最近已经投了好几个中概股，最大一笔3亿美元。最近很多中概股上市后员工纷纷套现，一般有锁定期，但有些员工可将股票质押贷款。因为以前我代表的都是小型NASDAQ上市公司，融资渠道只有PIPE=Private Investment in Public Equity，也称为私人投资公开股票或上市后私募投资，是指对冲基金、共同基金或私人投资以低市场价格买入一家公司的普通股或可转债股。
私人投资公开股票也称为上市后私募投资(Private Investment in Public Equity,PIPE)，是指对冲基金、共同基金或私人投资以低市场价格买入一家公司的普通股或可转债股。
http://wiki.mbalib.com/
私人投资公开股票(PIPE)为上市公司提供了一种全新的成长型资本融资方式.根据交易结构，投资者从私人投资公开股票(PIPEs)的交易中得到一些让利或者可以得到比市面上更低价格的股票。因为股票的出售过程没有预先在美国证监会(SEC)登记，所以股票是受限制的并且不能马上被再次出售。通常情况下，上市公司会把其一部分私人投资公开股票(PIPEs)交易中的股票在美国证监会(SEC)登记为受限制股票。从而，私人投资公开股票(PIPEs)的交易可以给公司提供一种高效率，可预见的私募。
PIPEs的发展
公司在上市以后需要有不断的充足的资金介入以满足公司进一步发展的需求，而传统的银行贷款或者现有资本市场上的普通融资渠道并不能以经济的便捷的方式来满足企业的资金需要，与此同时机构投资者有大量闲置资金可在短期内提供快捷的融资，私人投资公开股票(PIPE)从而应运而生併在近几年裡获得飞速增长，它为企业提供了一种新型的，相比其它融资方式更经济更快捷的方式，以满足企业的资金需求。
反向收购和PIPEs的优化组合
很多中资民营企业面临资金瓶颈需要寻求融资渠道；
这其中很多企业具有良好的上市潜力，但在现有阶段还达不到直接上市的要求，从而需要有更多资金来扩大企业规模为将来的上市做好准备；
反向收购和私人投资公开股票(PIPEs)的完美结合，将最有效的帮助以上企业提供解决方桉：
首先，以私人投资公开股票(PIPEs)的方式在现阶段为企业提供最快捷最充足的资金；
然后，经过PIPEs资金扩充以后的企业再通过反向收购的方式在美上市，从而使公司得到了再一次的也更大规模的融资，同时也完成了从民营企业到上市公司的转变。
PIPEs的桉例分析
桉例一：北大千方PIPE融资桉例
(1)桉例经过
北京北大千方科技有限公司(北大千方)成立于2000年，总部位于北京，是一个以北京大学教授和博士生为创业团队、国内重点大学及留学归国人员为发展主体、销售和服务网路面向全国的高科技软体企业。2007年5月14日，北大千方挂牌美国场外交易市场OTCBB，交易代码为CTFO。2008年7月22日，北大千方获得了赛富亚洲投资三期基金1500万美元，以每股5．8美元价格收购其259万股普通股，占北大千方13．2％的股份。2008年7月31日，北大千方正式在纳斯达克上市，转板后交易代码仍是CTFO，这是中国交通信息化企业首次登陆纳斯达克市场。
(2)桉例分析
北大千方获得的1500万美元的融资属于PIPE融资。PIPE即Private Investment in Public Equity，即上市后私募投资。PIPE相比于上市后的新股发行融资效率更高，在PIPE发行中监管机构的审查更少一些，而且也不需要昂贵的路演，这使得获得资本的成本和时间都大大降低。PIPE比较适合一些快速成长为中型企业的上市公司，它们没有时间和精力应付传统股权融资的複杂程式。PIPE的融资方式主要有两种，一种是与反向收购结合，即融资型反向併购(Alternative Public Offering，APO)，具体操作是先在海外注册离岸公司，以离岸公司的名义完成对国内公司的反向併购，然后把离岸公司的资产注入到选定的OTCBB壳公司，从而实现公司在场外交易市场的上市，然后通过PIPE融资，保持股价稳定，再升级到主板上市。另一种是直接上市后的定向增发和协议转让。在本桉例中，北大千方选择的正是前一种方式。
Private investment in public equity (PIPE)
http://en.wikipedia.org/wiki/Private_investment_in_public_equity
A private investment in public equity, often called a PIPE deal, involves the selling of publicly traded common shares or some form of preferred stock or convertible security to private investors. It is an allocation of shares in a public company not through a public offering in a stock exchange. PIPE deals are part of the primary market. In the U.S., a PIPE offering may be registered with the Securities and Exchange Commission on a registration statement or may be completed as an unregistered private placement.
PIPE market
The attractiveness of PIPE transactions has waxed and waned since the late 1990s. For private equity investors, PIPEs tend to become increasingly attractive in markets where control investments are harder to execute. Generally, companies are forced to pursue PIPEs when capital markets are unwilling to provide financing and traditional equity market alternatives do not exist for that particular issuer.
According to market research in the US, 980 transactions have closed totaling $88.3 billion in gross proceeds during the nine months ended September 30, 2008, putting the market on pace for yet another record year.” This compares with 1,106 such deals in 2000, raising $24.3 billion and 1,301 PIPE deals in the U.S. raising a total of $20 billion in 2005. In recent years, top Wall Street investment banks have become increasingly involved in the PIPE market as placement agents.
Through the acceleration of the credit crisis in September 2008, PIPE transactions provided quick access to capital at a reasonable transaction cost for companies that might otherwise have been unable to access the public equity markets. Recently, many hedge funds have turned away from investing into restricted illiquid investments. Some investors, including Warren Buffett found PIPEs attractive because they could purchase shares or equity-linked securities at a discount to the public market price and because it had provided an investor the opportunity to acquire a sizable position at a fixed or variable price rather than pushing the price of a stock higher through its own open market purchases.
Existing investors tend to have mixed reactions to PIPE offerings as the PIPE is often highly dilutive and destructive to the existing shareholder base. Depending upon the toxic terms of the transaction, a PIPE may dilute existing shareholders' equity ownership, particularly if the seller has agreed to provide the investors with downside protections against market price declines (a death spiral), which can lead to issuance of more shares to the PIPE investors for no more money.
The SEC has pursued certain PIPE investments (primarily involving hedge-funds) as violating U.S. federal securities laws. The controversy has largely involved hedge funds that use PIPE securities to cover shares that the fund shorted in anticipation of the PIPE offering. In these instances, the SEC has shown that the fund knew about the upcoming offering (in which it would be involved) prior to shorting shares.
PIPEs and mergers and acquisitions
Many reverse mergers are accompanied by a simultaneous PIPE transaction, which is typically undertaken by smaller public companies. Shares are sold at a slight discount to the public market price, and the company typically agrees to use its best efforts to register the resale of those same securities for the benefit of the purchaser.
Regulation
The regulatory environment in certain countries, including the U.S., Australia, Canada, and the United Kingdom are accommodating for PIPE transactions, however in certain areas there are stated preferences for rights issues, which allow existing shareholders an opportunity to invest before the company seeks outside capital. In these jurisdictions, once a company has completed a rights offering, it may pursue a PIPE transaction.
While current regulations permit PIPE transactions, it is widely perceived that such transactions are an option of last resort for failing firms and a means by which unscrupulous investors may profit at the expense of common stockholders.
What is a block trade? http://media.mofo.com/files/Uplo ... ng-Requirements.pdf
Many people use the term “block trade” colloquially. Technically,a block trade is an order or trade submitted for the sale or purchase of alarge quantity of securities. Although the term is not defined under thesecurities laws, Rule 10b-18 under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), refers to a “block” as a quantity of shares with apurchase price of $200,000 or more or a quantity of shares of at least 5,000 witha purchase price of at least $50,000. Block trades are typically executed byinstitutional investors (including mutual funds and pension funds), financial orprivate equity sponsors, venture capitalists and other large stockholders whomay have acquired large quantities of securities in a merger, acquisition orother transaction and wish to sell down their position. Block trades offer a number of advantages toselling shareholders. For instance, many securities exchanges permit largeblock trades to be privately negotiated and transacted off-exchange. In addition,a block trade allows a party to access a different and often larger investorbase than regular electronic trading. Finally, block trades are often cheaperthan standard underwritten transactions, and are fast and effective for smalleramounts of stock than are typically offered in an underwritten transaction.
http://media.mofo.com/files/Uplo ... Deals-Materials.pdf
SEC Rule 10b-5
http://en.wikipedia.org/wiki/SEC_Rule_10b-5
History
In 1942, SEC lawyers in the Boston Regional Office learned that a company president was issuing pessimistic statements about company earnings while simultaneously purchasing the company's stock. Although the Securities Act of 1933 prohibited fraudulent sales of securities, no regulation precluded fraudulent purchases. Rule 10b-5, issued by the SEC under section 10b of the Exchange Act, was implemented to fill this regulatory void. The commissioners approved the rule without debate or comment, with the exception of Commissioner Sumner Pike who indicated approval of the rule by asking, "Well, we are against fraud aren't we?"
Language of the rule
"Rule 10b-5: Employment of Manipulative and Deceptive Practices":
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,
(a) To employ any device, scheme, or artifice to defraud,
(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,
in connection with the purchase or sale of any security."
In the case of TSC Industries, Inc. v. Northway, Inc., the word "material" was defined by the U.S. Supreme Court - "an omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote."
Elements of the offense
In order to establish a claim under Rule 10b-5, plaintiffs (including the SEC) must show (i) Manipulation or Deception (through misrepresentation and/or omission); (ii) Materiality; (iii) "In Connection With" the purchase or sale of securities; and (iv) Scienter. Private plaintiffs have the additional burden of establishing (v) Standing - Purchaser/Seller Requirement; (vi) Reliance (presumed if there was an omission); (vii) Loss Causation; and (viii) Damages.
In a case for insider trading, anyone who uses insider information can be held liable. A tippee can be liable if the tipper breached a fiduciary duty and the tippee knew or had reason to know that the tipper was breaching the duty.
Insider trading
To what extent Rule 10b-5 prohibits insider trading is a matter of some dispute. The SEC has long advocated an "equal access theory" with regard to 10b-5, arguing that anyone who has material, non-public information must either disclose that information or abstain from trading. However, the Supreme Court rejected the strongest version of that theory in Chiarella v. United States, holding a person with no fiduciary duty to the shareholders had no duty to disclose information before trading on it. In 1997, the Supreme Court has embraced a "misappropriation" theory of omissions, holding in United States v. O'Hagan that misappropriating confidential information for securities trading purposes, in breach of a duty owed to the source of that information, gives rise to a duty to disclose or abstain.
Fraud or deceit
In order for Rule 10b-5 to be invoked, there must be intentional fraud or deceit by the party charged with the violation. Fraud can also happen through reckless conduct. Furthermore, for a private party to recover damages, they must be able to show that they were injured because they relied on the fraudulent claim. Alternately, fraud can also occur through omission of a material fact where reliance does not have to be proved by the party injured but is instead assumed to have occurred. If the defendant had publicly made a fraudulent statement, every investor could sue if it could be shown that the statement affected the market as a whole - this is the "fraud on the market" theory enunciated by the Supreme Court in Basic Inc. v. Levinson. This "fraud on the market" presumption of the plaintiff's reliance upon the deceit is only available in situations (like in Basic) where the security is traded on a well organized, and presumably efficient, market. The same can be said for an omission of material information.
Both the "bespeaks caution" doctrine and the safe harbor provisions of the Private Securities Litigation Reform Act offer protection for forward-looking statements if they are accompanied by cautionary language identifying specific factors that could cause actual results to differ materially from those in the forward-looking statement and may be sufficient to absolve a defendant of liability. However, in Iowa Public Employees' Retirement System v. MF Global Ltd., the US Second Circuit Court of Appeals overturned a decision by the District Court for the Southern District of New York, ruling that the "bespeaks caution" defense to securities disclosure claims applies exclusively to forward-looking statements and not to characterizations that communicate present or historical fact.
Enforcement
Both the SEC and private citizens can enforce the requirements of the rule through lawsuits. In Blue Chip Stamps v. Manor Drug Stores, the Supreme Court held that only purchasers or sellers of securities may bring a private action for damages under Rule 10b-5, however any member of the public may provide information to the SEC regarding possible violations of the federal securities laws.
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