Alternative Securities Offerings Toolkit

Resources to assist issuers, underwriters, distribution agents, and their counsel in planning and executing alternative corporate financings that are different in structure from conventional securities offerings.

Practical Law Corporate & Securities

Examples of conventional securities offerings include fully marketed, SEC-registered offerings to the public and unregistered offerings to accredited investors ( under Regulation D ( . However, there are various reasons why issuers, underwriters, distribution agents, and their counsel may explore capital raising alternatives to traditional securities offerings.

These reasons are typically the result of market conditions or problems facing the particular issuer that make a traditional securities offering less desirable or impossible. Some of the reasons include the following, and in many cases, several of these reasons may apply:

  • Market downturns make it difficult to find financing on favorable terms.

  • High market volatility increases the market and execution risk of a traditional offering.

  • The issuer needs the capital quickly for capital projects or acquisitions.

  • The issuer is relatively new to accessing the capital markets and has little exposure and market following.

  • There are issuer-specific problems leading to a falling stock price.

  • The issuer prefers targeted marketing to avoid attracting publicity and speculative trading in its securities.

Whatever the reason is for pursuing alternative securities offerings, they are typically designed to move quickly. The speed of these offerings, together with the fact that deal teams often find themselves working with unfamiliar transactions and processes, places a premium on advance planning and preparation by the deal team.

This Toolkit is a compilation of resources to help guide counsel in selecting, preparing for, and executing a variety of alternative securities offerings.


Practice Notes


Standard Documents and Clauses



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