Registration, Breakfast & Networking
7:00 - 8:00 AM

Opening Remarks
8:00 AM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report

The State of the Market
8:05 - 8:20 AM
Our annual state of the market includes statistics from PrivateRaise along with commentary on the latest trends in PIPEs and Registered Directs.
SPEAKER: KURT KIM, PrivateRaise

Regulatory Update: Recent SEC Initiatives & Their Impact on the PIPE Market
8:25 - 10:25 AM
The Securities & Exchange Commission just approved an important set of proposals that will dramatically impact smaller public companies, by providing a more favorable regulatory environment for those involved in the capital formation process. This panel discusses the following proposals from the SEC:

• Reducing the Rule 144 holding period
• Tolling Provisions for Hedging Transactions
• SEC and Stock Exchange Interpretations
• Form S-3 Eligibility Criteria
• Changes in Rule 415
• Benefiting from the Scaled Reporting System
• Eliminating "SB" Forms and reverting to the "S-K" system of filings
• Allowing Limited Advertising in Private Offerings for "Qualified Purchasers"
• Adjusting the Current Regulation D Threshold for "Accredited Investors"

MODERATOR: JOE GOSE, The PIPEs Report
PANELISTS: CHRISTOPHER AUGUSTE, Kramer Levin; JACK HOGOBOOM, Lowenstein Sandler; ELE KLEIN, Schulte Roth & Zabel; DAVID LYNN, Former Chief Counsel, Securities and Exchange Commission; NIMISH PATEL, Richardson Patel

Banking PIPE Deals: Trends in Pricing & Placing Capital with Private Investors
11:00 - 11:45 AM
This panel of placement agents gives insight into structuring deals, pricing, and increased risk in a volatile market. Panelists also discuss their thoughts on the entry of new investors into the market and what this means for the future.
MODERATOR: STUART BRESSMAN, Proskauer Rose
PANELISTS: STEPHEN CASSANI, Citigroup Global Markets; RICHARD GORMLEY, Lazard Freres & Co.; FRED JOHNSON, AG Edwards; CHARLIE MATHER, Jeffries & Co.

SEC Update: White Collar and Related PIPEs Litigation
1:45 - 2:35 PM
This panel of current and former SEC Enforcement Division attorneys, former Assistant U.S. Attorney and leading civil litigators provides a briefing on the latest cases being pursued by the government, including market manipulation, fraudulent misrepresentations and omissions, insider trading, Section 5 violations and violations of Regulation M of Rule 105. Panelists discuss how to avoid government scrutiny, and what to do when targeted.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: JEFFREY COOPERSMITH, DLA Piper; NICOLAS MORGAN, DLA Piper; JULIE RIEWE, Securities and Exchange Commission; CARYN SCHECHTMAN, DLA Piper; ROBERT WEBER, DLA Piper

OPUS-5: Promoting Liquidity & Efficiency for Qualified Institutional Buyers
2:40 - 3:10 PM
A consortium consisting of Citigroup, Lehman Brothers, Merrill Lynch, Morgan Stanley, Bank of New York Mellon, Bank of America, Credit Suisse and UBS, have established a system to trade unregistered equity securities and enhance issuers' capital raising efforts. Hear how OPUS-5 will enable an open platform with multiple market makers and how it is designed to provide broad liquidity to the U.S. private placement market and facilitate greater access to capital for issuers in the 144A equities market.
SPEAKER: DAVID BALLARD, Merrill Lynch

International PIPE Transactions: Opportunities for Global Investors
3:45 - 4:15 PM
This presentation highlights the growing popularity of structuring PIPE transactions outside of the U.S. It also explores common differences in developed and emerging markets from the European Union to India and beyond, including a comparison of U.S. and foreign securities laws and regulations. Lastly, it covers issues related to obtaining and enforcing liens in foreign countries.
SPEAKER: TROY RILLO, Yorkville Advisors

Strategies to Supercharge Your Investor Relations
4:20 - 4:50 PM
The world's largest websites are now carrying small cap content, while some of the world's newest web communities are providing a gateway to millions of potential investors. This presentation covers investor relations in the Internet age, focusing on executive "do's and don'ts" to using blogs and chat boards, and how to launch your own monitored discussion forum and take control of your online identity.
SPEAKER: GEORGE TSIOLIS, AGORACOM

Market Trends: Investor Participation & Issuer Demographics
8:05 - 8:25 AM
This presentation covers trends in investor demographics, structure correlations, registration issues, and the changing characteristics of PIPE issuers.
SPEAKER: BRIAN OVERSTREET, PlacementTracker

Getting Deals Done in China: What New Regulations Mean to the Future of Cross-border Transactions
8:30 - 9:20 AM
The Chinese government has been issuing new rules and clarifications for the last three years making it increasingly more difficult to understand how to conduct business in China. Regulatory issues keep cropping up, but new deal structures are offering ways around these obstacles. This panel discusses the impact recent changes will have on cross-border transactions, the challenges ahead, and the solutions that will allow foreign investment into Chinese companies.
MODERATOR: MITCHELL NUSSBAUM, Loeb & Loeb
PANELISTS: ERIC COHEN, Bryan Cave; AARON GUREWITZ, Roth Capital Partners; KERRY PROPER, Chardan Capital Markets; GREGORY WANG, Merriman Curhan Ford & Co.

The New Revolution: "Private" Company Trading
9:25 - 9:45 AM
Blurring the lines between public and private, many private company issuers are endorsing the secondary trading of their securities in various venues. More commonly known for trading in public company securities, the new Restricted Securities Trading Network online platform has been opened up to “pre-public” issuers. Learn how this may revolutionize the private placement and reverse merger markets.
SPEAKER: BARRY SILBERT, Restricted Stock Partners

Rehabilitating Regulation
10:10 - 10:50 AM
In this presentation, Gary Aguirre gives his views on the overall risk that hedge funds pose to the capital markets, and discusses the failure of regulators to address these risks.
FEATURED SPEAKER: GARY AGUIRRE, Former Senior Counsel, Securities and Exchange Commission

A Value Investor Looks at Stock Manipulation
10:55 - 11:35 AM
For years Patrick Byrne dismissed rumors of wildly illegal schemes to destroy small-cap stocks for profit, all under the blind eye of captured regulators and with the cooperation of elements of the financial media. In this presentation he discuses his thoughts on how stock manipulations have evolved to the point that they can crack the scale, and reveals information that every value investor and entrepreneur should care about.
FEATURED SPEAKER: PATRICK BYRNE, Overstock.com

Enforcement Update: The Prosecutor's Perspective
11:40 - 12:30 AM
This panel of current and former regulatory enforcement officials and corporate attorneys provide their thoughts on the scope and goals of recent PIPE-related enforcement cases brought by the SEC, NASD and the justice department. Panelists discuss how to advise clients regarding hedging and how deal documentation has changed as a result of government enforcement activity.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: BRENT BAKER, Parsons, Behle & Latimer; KEN BREEN, Paul Hastings Janofsky & Walker; MICHAEL MACPHAIL, Holland & Hart; DAVID MARKOWITZ, Securities and Exchange Commission; MARK WOOD, Katten Muchin Rosenman

Reverse Mergers & PIPEs: Executing an Alternative Public Offering
1:40 - 2:30 PM
This panel gives a detailed overview of the APO process including company structure, steps of the transaction, timeline, valuation, investment structure, costs and pitfalls. Panelists also explore the impacts of recent SEC changes specific to Form S-3, Rule 144 and Form SB.
MODERATOR: TIM HALTER, Halter Financial
PANELISTS: RICHARD ANSLOW, Anslow & Jaclin; ADAM GOTTBETTER, Gottbetter Capital; SARAH HEWITT, Thelen Reid; HARVEY KESNER, Haynes and Boone; JOSEPH TIANO, Thelen Reid

Innovations in Trading Restricted Shares & PIPE Securities
2:35 - 3:05 PM
The NASDAQ PORTAL market will introduce a fully automated web-based platform that will be the first centralized electronic system to trade 144A securities. The presentation covers how this platform will bring increased efficiency and transparency to the private placement market, encouraging capital formation and providing the perfect segue for companies seeking a future IPO.
SPEAKER: JOHN JACOBS, NASDAQ

The Future of PIPEs as an Alternative Investment Strategy
3:45 - 4:25 PM
This panel of fund managers discuss where they see PIPE investments fitting into an asset manager's portfolio strategy, the impact of changes to Rule 144 on structure and pricing, and trends in capital formation. Panelists also give their thoughts on the new types of investors coming into the market and what they are seeking.
MODERATOR: JOHN BORER, Rodman & Renshaw
PANELISTS: BRAD ACKERMAN, Hull Capital; MARSHALL JENSEN, Fort Mason Capital; PAUL KESSLER, Bristol Capital Advisors; Additional Panelists TBA

Deal Discounts: An Informed Suggestion of What's to Come
4:30 - 4:50 PM
The proposed changes to Rule 144 will have a wide-ranging impact on the PIPE market. In particular, the changes to the holding period and the tolling rules may each affect valuations and/or the warrant coverage offered. This presentation provides real-world valuation data on illiquidity discounts from the secondary market for restricted securities and an analysis of the likely magnitude of the changes in pricing as the new rules take effect.
SPEAKER: ESPEN ROBAK, Pluris Valuation Advisors