Placement Search Tool (PST) Glossary

There are currently six (6) Search Criteria Categories:

You may utilize any combination of the six (6) Search Criteria Categories:

Placement Criteria


Placement Type

You may include a specific Placement Type in your search by selecting your desired Placement Type in the drop-down box.

If you wish to search for ALL Placement Types, leave the drop-down box BLANK:

All PIPEs

Unregistered AND Registered Direct placements.

Unregistered (PIPE transaction)

Placements involving equity and/or equity-linked securities that are executed by Issuers in reliance upon certain transaction exemptions as provided for under the Securities Act of 1933, as amended - Section 4(2), Regulation D, Regulation S and other miscellaneous exemptions.

Registered Direct (PIPE transaction)

Placements that involve the issuance of PRE-REGISTERED equity and equity-linked securities (e.g., shelf sale) by an Issuer to a LIMITED number of accredited Investors.

Rule 144A

Placements that involve equity and/or equity-linked securities which are offered or sold by an Issuer ONLY to Qualified Institutional Buyers (QIBs) or to purchasers that the seller and any entity acting on behalf of the seller reasonably believes is a QIB.

Notes:

PIPE = Private Investment in Public Equity

Rule 144A transactions typically involve intermediaries (e.g., investment banks and/or placement agents) and the issuance of convertible securities.


Placement Status

You may select one or more Placement Status to include in your search by checking all desired Placement Status boxes. If you wish to search for all Placement Status, check the "All" box:

Closed

Securities have been issued by Issuer and funds have been invested/paid by Investor (press release or SEC regulatory filing which confirms the Closing has been disclosed).

Closed Status Notes:

Multiple Tranche Placements: a placement is NOT CONSIDERED to have a CLOSED status until AT LEAST $1.0 million is funded/invested by the Investor(s).

Equity Lines are considered to be closed upon mutual execution of a definitive agreement by Issuer and Investor.

Rule 144A transactions are considered to be closed on the settlement date as disclosed in a press release and/or SEC regulatory filing.

Definitive Agreement

Terms of private placement have been mutually agreed upon by Issuer and Investor and investment documents have been executed (awaiting Closing).

Announced

Issuer has publicly and specifically disclosed the existence of ongoing private placement negotiations or efforts.

Intended

Issuer has publicly disclosed its intent to pursue an Equity Private Placement.

Postponed

Issuer has publicly disclosed that is has decided to postpone an intended or in-progress Equity Private Placement.

Cancelled

Issuer has publicly disclosed that it has cancelled an intended or in-progress Equity Private Placement.


Issuance Amount (Gross Proceeds)

Select the Issuance Amount (Gross Proceeds) range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".


Issuance Amount (% of Market Cap)

Issuance Amount as a percentage of the Equity Market Capitalization of an Issuer on the date immediately preceding the Closing/Announced Date of a private placement.

Select the Issuance Amount (% of Market Cap) range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".


Security Type

You may select one or more security types to include in your search by checking all desired Security Type boxes. If you wish to search for all Security Types, check the "All" box:

Common Stock

Common Stock represents an ownership stake in the Issuer. Common Stock is the most Junior security that may be offered by an Issuer (i.e., holders of preferred stock, subordinated debt, secured debt and trade payables all get paid before Common Stockholders in the event of a liquidation of the Issuer). There can be different classes or series of Common Stock with different rights, including voting or dividend differences.

Preferred Stock: Convertible

A form of Preferred Stock that grants the Investor the right (but not the obligation) to convert the Preferred Stock into the Common Stock of the Issuer.

Preferred Stock: non-Convertible

A preferred stock is a type of capital stock that pays dividends at a set rate. Generally, dividend payments to preferred holders must be made before Common Stock dividends can be paid. Preferred stocks usually do not have voting rights. (only Preferred Stock: non-Convertible placements with Warrant Coverage of at least 10% are monitored as Equity Private Placements)

Debt: Convertible

Debt that can be converted into equity, usually at the option of the debt holder. Convertible Debt is similar to Convertible Preferred Stock, but it ranks senior to Preferred Stock in the event of a liquidation of the Issuer.

Debt: non-Convertible

A certificate of indebtedness. The Issuer promises to pay the bondholder a specified amount of interest ("coupon") for a specified time period and to repay the debt at the end of a specified period (the "maturity of the bond"). (only Debt: non-Convertible placements with Warrant Coverage of at least 10% are monitored as Equity Private Placements)

Other: Convertible

Any security - other than Preferred Stock, Debt or a Warrant - that permits the Investor to acquire an ownership stake in the Issuer by converting the original security, typically, into Common Stock (e.g., Trust Preferred Securities).

Prepaid Warrant

A Warrant issued by an Issuer entitling the holder to exercise into a specified number of different securities, for no additional financial consideration, during a specified time period.

Warrant

A security issued by an Issuer entitling the holder to buy a certain number of shares of a specified security (typically Common Stock) at a specified price during a specified time period.

A Warrant may be issued separately or together with other Equity Private Placement securities (e.g., Preferred Stock).

Equity Line

An Equity Line financing structure allows the Issuer to "draw down" on a pre-determined amount of capital committed to by an Investor during a specified time period (typically 24 to 36 months). The Issuer "draws down" on the Equity Line by making periodic sales of its securities (typically Common Stock) to the Investors.

At-The-Market Offering

An At-The-Market Offering involves the sale by an Issuer of securities (usually Common Stock) into the market periodically over time, typically at the prevailing market price, through a placement agent, or designated broker-dealer. The Issuer maintains complete control over when securities are sold, the amount sold, and the minimum price at which they may be sold.

Unknown

A security or securities issued by an Issuer that could not be identified or verified by PrivateRaise.com.

Note: If and when PrivateRaise.com is able to identify/verify the Security Type, the relevant Placement Profile is updated.


Closing/Announced Date

Date on which an Equity Private Placement is EITHER: (i) Closed, (ii) a Definitive Agreement is entered into or (iii) Announced

Notes: Accuracy of Closing/Announced Date is subject to extent and clarity of disclosures (via press releases and SEC filings) made by an Issuer and/or Investors related to a placement.

If a SPECIFIC Closing/Announced Date is NOT DISCLOSED, the date of the announcement/disclosure (via press release or SEC filing) is used as a proxy date until PrivateRaise.com is able to confirm a specific Closing Date (subject to supplemental public disclosures made by an Issuer and/or Investors).

Specify the date range you wish to include in your search by using either or both the dropdown lists for "From" and "To" to select the Month, Day and Year.


Registration Statement Effectiveness

Please select Effective Registration Statements Only if you are seaching for Equity Private Placements that have an effective Registration Statement.

Note: Registration Statement Effectiveness Information is only available for placements that have a Closing/Announced Date after January 1, 2005.

Issuer Criteria

You may search for Equity Private Placements using any combination of the following search criteria from this category: Exchange, Industry, Sector, Equity Market Capitalization, Stock Price and Average Daily Trading Volume.

If you specify an Issuer name in your search request, no other search criteria in the Issuer Criteria Category may be selected.


Issuer

Name of the public company that has issued securities through an Equity Private Placement.

Note: If an Issuer is specified in your search request, no other search criteria in the Issuer Criteria Category may be selected.

Please click "See List" to make your selection from a list of all Issuer names currently available in the Equity Private Placement (EPP) DatabaseTM.


Exchange

You may include one or more Exchanges in your search request by checking all desired Exchange boxes. If you wish to search for all Exchanges, check the "All" box:


Industries

Please select Industries to include in your search by clicking on the desired Industry Name in the list box.

Hint: Hold down the CONTROL KEY while clicking Industry Names to select multiple industries.


Sectors

Please select Sectors to include in your search by clicking on the desired Sector Name in the list box.

Hint: Hold down the CONTROL KEY while clicking Sector Names to select multiple sectors.


Sub-Sectors

Please select Sub-Sectors to include in your search by clicking on the desired Sub-Sector Name in the list box.

Hint: Hold down the CONTROL KEY while clicking Sub-Sector Names to select multiple sub-sectors.


Industry->Sector->Sub-Sector Mapping
Basic Materials
Consumer/Retail
Energy
Financial Institutions
Healthcare
Industrial
Media
Real Estate
Technology
Telecommunications

Equity Market Capitalization

Equity Market Capitalization (EMC) on the date immediately preceding the Closing/Announced Date of an Equity Private Placement.

Note: EMC = Stock Price multiplied by the total number of outstanding shares of Issuer's Common Stock on the date immediately preceding the Closing/ Announced Date of an Equity Private Placement.

Select the Equity Market Capitalization range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".


Stock Price

Closing Sale Price of Issuer's Common Stock on the date immediately preceding the Closing/Announced Date of an Equity Private Placement (if a specific date is disclosed).

Note: If a SPECIFIC Closing/Announced Date is NOT DISCLOSED, the date of the announcement/disclosure (via press release or SEC filing) is used as a proxy date until PrivateRaise.com is able to confirm a specific Closing Date (subject to supplemental public disclosures made by an Issuer and/or Investors).

Select the Stock Price range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".


Average Daily Trading Volume

Average Daily Trading Volume of Issuer's Common Stock during the 30-days immediately preceding the Closing/Announced Date of an Equity Private Placement (subject to available data).

Select the Average Daily Trading Volume range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".


Location

You may choose to ONLY include Issuers that are either (i) based in the U.S. or (ii) foreign-based (but are dual-listed on a U.S. stock exchange or market and have consistent and/or significant trading activity).

Investor Criteria

ONLY ONE of these two criteria in the Investor Criteria Category.


Investment Manager

Name of an Investment Manager that has made investments in Equity Private Placements.

Please note that Investment Managers may control several Investment Funds.

Please click "See List" to make your selection from a list of all Investment Manager names currently available in the Equity Private Placement (EPP) DatabaseTM.

Notes:

If you are searching for Equity Private Placements which were purchased in part or in whole by Corporate Insiders, please select "Corporate Insiders" from the list.

If your are searching for Equity Private Placements which were purchased in part or in whole by individuals, please select "Individual Investors" from the list.


Investment Fund

Name of an Investment Fund that has made investments in Equity Private Placements.

Please click "See List" to make your selection from a list of all Investment Fund names currently available in the Equity Private Placement (EPP) DatabaseTM.

Notes:

If you are searching for Equity Private Placements which were purchased in part or in whole by Corporate Insiders, please select "Corporate Insiders" from the list.

If your are searching for Equity Private Placements which were purchased in part or in whole by individuals, please select "Individual Investors" from the list.

Agent Criteria

You may utilize any combination of search criteria in this category.


Agent Retained?

Please select one (1) of the following:

I Don't Care

If you do not wish to include this criterion in your search (DEFAULT).

Yes

If you are searching for Equity Private Placements that were facilitated by a Placement Agent (e.g., investment banker, placement agent, financial advisor or finder).

No

If you are searching for Equity Private Placements that did not involve a Placement Agent (e.g., investment banker, placement agent, financial advisor or finder).


Placement Agent

Name of a Placement Agent (e.g, investment banker, placement agent, financial advisor or finder) you wish to include in your search request.

Please click "See List" to make your selection from a list of all Placement Agent names currently available in the Equity Private Placement (EPP) DatabaseTM.


Placement Agent Legal Counsel

Name of a Legal Counsel you wish to include in your search request (Placement Agent representation).

Please click "See List" to make your selection from a list of all Legal Counsel names currently available in the Equity Private Placement (EPP) DatabaseTM.


Investor Legal Counsel

Name of a Legal Counsel you wish to include in your search request (Investor representation).

Please click "See List" to make your selection from a list of all Legal Counsel names currently available in the Equity Private Placement (EPP) DatabaseTM.


Issuer Legal Counsel

Name of a Legal Counsel you wish to include in your search request (Issuer representation).

Please click "See List" to make your selection from a list of all Legal Counsel names currently available in the Equity Private Placement (EPP) DatabaseTM.


Investment Terms Criteria

You may utilize any combination of the following search crite ria in this category.

For each desired search criteria, please do the following:

Select one of the following from the dropdown list:

Find [ With ALL ] selected Terms:
If you wish to search for Equity Private Placements which include ALL of the Terms you have selected.

Find [ With ANY ] selected Terms:
If you wish to search for Equity Private Placements which include ANY of the Terms you have selected.

Find [ Without ALL ] selected Terms:
If you wish to search for Equity Private Placements which exclude ALL of the Terms you have selected.

Select the desired Terms by clicking on the box next to the Term.


Term

Term represents the "life" of an Equity Private Placement security.

Example: Convertible Debt security with a Term of 5 years means that the security will reach Maturity (or expire) by the end of the 5th year from the date of issuance.

Select the Term range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".

Note: Term does not apply to Common Stock placements.


Dividend/ Coupon

Dividend/Coupon is an annual rate of interest that is to be paid by an Issuer to Investors in association with the issuance of certain Security Types (e.g., Preferred Stock: Convertible)

Select the Dividend/Coupon range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".

Note: Dividend/Coupon does not apply to Common Stock, Equity Line or Prepaid Warrant placements.


Purchase/ Conversion Price
Fixed Price

Purchase Price of the Common Stock or the Conversion Price of a convertible security is set either (i) at Closing or (ii) on a specified date after Closing and DOES NOT ADJUST DOWNWARD (OR UPWARD) throughout the life of the investment (except for certain Anti-Dilution adjustments or at the discretion of the Issuer).

Reset Price

Purchase Price of the Common Stock or the Conversion Price of a convertible security set either (i) at Closing or (ii) on a specified date after Closing and is SUBJECT TO ADJUSTMENT DOWNWARD (OR UPWARD) based on various criteria including, fundamental performance, a specified event, or the stock price of the Issuer at a given point in time after Closing.

Variable Price

Purchase Price of the Common Stock or the Conversion Price of a convertible security fluctuates in relation to the stock price of the Issuer after Closing (usually subject to a Maximum PurchaseCconversion Price). The effective Purchase Price of the Common Stock or the Conversion Price of a convertible security will ultimately depend on the direction and magnitude of the Issuer's stock price movement.


Purchase/ Conversion Price (% of Market Cap)

Calculated ONLY for Closed and Definitive Agreement and some Announced placements (subject to available data).

Unless otherwise specifically indicated, the Purchase/Conversion Price as a % of Stock Price is calculated/reported based on the date prior to the following:

  • (x) Best available of:

    1. date of definitive agreement/pricing,
    2. date of offering announcement and
    3. date of Closing (2003-present Fixed/Reset profiles and certain pre-2003)

  • (y) Closing/Announced Date (most pre-2003 Fixed/Reset profiles)

  • (z) No Specific Date (negotiated discount is displayed in case of Variable Price)

Calculated discount/premium may differ materially in some cases from negotiated pricing due to either (i) fluctuations in Issuer's stock price during the time period between determination of pricing and when the transaction is closed/announced or (ii) the negotiated pricing involves a multiple-day "pricing period" (any such information on "pricing periods", if known, is displayed in the Purchase/Conversion Price data fields).

Select the Purchase/Conversion Price (% of Stock Price) range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".


Anti-Dilution Protection
Anti-Dilution Protection

Provides Investors with dilution protection in the event an Issuer issues equity or equity-linked securities (subsequent to the closing of an Equity Private Placement) at a Purchase/Conversion/ Exercise Price BELOW a SPECIFIED PRICE.

Note: PrivateRaise.com DOES NOT CLASSIFY equity private placements that are subject to CUSTOMARY anti-dilution provisions in the event of a stock split, stock dividend, merger, recapitalization or distribution of assets as having Anti-Dilution Protection.

Weighted-Average

Purchase/Conversion/Exercise Price is ADJUSTED BASED ON a weighted average calculation of the dilution impact of such subsequent issuance or offering by the Issuer.

Full-Ratchet

Current Purchase/Conversion/Exercise Price is LOWERED TO EQUAL the Purchase/ Conversion/Exercise Price of the subsequent issuance or offering by the Issuer.

Most-Favored Nation

Investor has the option to SUBSTITUTE the Purchase/Conversion/Exercise terms of a subsequent issuance or offering by the Issuer for the current Purchase/Conversion/Exercise terms.


Reset & Variable Price Minimums
Hard Floor Price

Minimum Purchase/Conversion Price which remains in-force throughout the life of the investment and is NOT SUBJECT TO CERTAIN CONDITIONS OR ADJUSTMENTS (DOWARD OR UPWARD) and DOES NOT PROVIDE Investors with a remedy to be "made whole" in the event the market price of the Issuer's Common Stock falls below the Hard Floor Price.

Note: Hard Floor Price does not apply to Fixed-Priced placements.

Soft Floor Price

Minimum Purchase/Conversion Price which MAY BE SUBJECT TO certain conditions, time limitations or adjustments and/or provides alternative means for the Investors to be "made whole" in the event the market price of the Issuer's Common Stock falls below the Soft Floor Price.(e.g., redemption-at-premium or cash-in-lieu-of-conversion rights).

Note: Soft Floor Price does not apply to Fixed-Priced placements.


Investor Warrants & Options
Investor Warrants

Warrants which are issued in addition to the primary securities purchased by Investors in an Equity Private Placement.

Investor Call Option

Investors' right (not obligation) to purchase additional securities from the Issuer during a specified time period. The type and Purchase/Conversion Price may or may not be identical to the securities originally purchased by Investors.

Investor Greenshoe

Investors' right (not obligation) to purchase additional securities from the Issuer during a specified time period. The type and Purchase/Conversion Price is identical to the securities originally purchased by Investors.


Warrant Coverage

Warrant Coverage is calculated as the number of warrant shares divided by:

Select the Warrant Coverage range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".

Note: You must include Warrants in your search request in order to utilize this particular search criteria.


Warrant Exercise Price
Fixed Price

Exercise Price of the Warrant is set either (i) at Closing or (ii) on a specified date after Closing and DOES NOT ADJUST DOWNWARD (OR UPWARD) throughout the life of the investment (except for certain Anti-Dilution adjustments or at the discretion of the Issuer).

Reset Price

Exercise Price of the Warrant set either (i) at Closing or (ii) on a specified date after Closing and is SUBJECT TO ADJUSTMENT DOWNWARD (OR UPWARD) based on various criteria including, fundamental performance, a specified event, or the Issuer's Common Stock price at a given point in time after Closing.

Variable Price

Exercise Price of the Warrant fluctuates in relation to the Issuer's Common Stock price after Closing. The effective Exercise Price of the Warrant will ultimately depend on the direction and magnitude of the Issuer's Common Stock price movement.

Note: You must include Warrants in your search request in order to utilize this particular search criteria.


Warrant Exercise Price (% of Stock Price)

Calculated ONLY for Closed and Definitive Agreement and some Announced placements (subject to available data).

Unless otherwise specifically indicated, the Exercise Price as a % of Stock Price is calculated/reported based on the date prior to the following:

  • (x) Best available of:
    1. date of definitive agreement/pricing,
    2. date of offering announcement and
    3. date of Closing (2003-present Fixed/Reset profiles and certain pre-2003)
  • (y) Closing/Announced Date (most pre-2003 Fixed/Reset profiles)
  • (z) No Specific Date (negotiated discount is displayed in case of Variable Price)

Calculated discount/premium may differ materially in some cases from negotiated pricing due to either (i) fluctuations in Issuer's stock price during the time period between determination of pricing and when the transaction is closed/announced or (ii) the negotiated pricing involves a multiple-day "pricing period" (any such information on "pricing periods", if known, is displayed in the Exercise Price data fields)

Select the Warrant Exercise Price (% of Stock Price) range you wish to include in your search request by using either or both of the dropdown lists for "At Least" and "Not More Than".

Note:You must include Warrants in your search request in order to utilize this particular search criteria.


Investor Restrictions
Conversion/Exercise Restrictions

Applicable to convertible securities and warrants. Restrictions on the ability of Investors to convert their Preferred Stock or Debt or to exercise their Warrants into the underlying Common Stock. Restrictions can include limitations based on a maximum principal amount for any given conversion/exercise, a percentage of trading volume of the Common Stock or passage of time.

Selling Restrictions

Restrictions on the ability of Investors to re-sell purchased Common Stock or the Common Stock received from conversion of Preferred Stock or Debt. Restrictions can include limitations based on a maximum number of common shares that can be sold over a specified time period, a percentage of trading volume of the Common Stock or passage of time.

Hedging Restrictions

Restrictions on the ability of Investors to engage in short sales or related hedging activities in relation to the securities originally purchased by the Investors. Restrictions can include limitations based on the type of hedging activities, maximum principal amount or number of common shares that may be hedged or specified time periods where hedging activities are prohibited or limited.


Investor Contractul Rights
Investor Purchase Rights

Investors' right to participate in any future issuances of securities by the Issuer - Right of Participation, Right of First Refusal, etc. - after the closing of an Equity Private Placement.

Investor Purchase Rights may apply to future issuances of various types of securities or may be limited to securities which are similar to the securities originally purchased by Investors.

Investor Purchase Rights are typically applicable for defined time periods.

Investor Redemption

Investors' right, under certain specified conditions, to force an Issuer to redeem all or a portion of the securities originally purchased by Investors.

Mandatory Registration

Equity Private Placements in which the Issuer is REQUIRED to:

  1. file an appropriate resale registration statement with the SEC no later than a negotiated Filing Deadline and/or
  2. cause such registration statement to be declared effective by the SEC no later than a negotiated Effectiveness Deadline and/or
  3. have a registration statement declared effective by the SEC PRIOR TO the issuance of securities or funding of the investment (e.g., Registered Direct and/or Equity Line deals)

Note: Equity Private Placements in which Investors have ONLY Demand and/or Piggy-Back registration rights are not considered to have MANDATORY Registration Rights.


Issuer Options
Issuer Put Option

An Issuers' right (but not obligation) to sell additional securities to the Investor during a specified time period. The type and Purchase/Conversion Price may or may not be identical to the securities originally purchased by Investors.


Issuer Contractual Rights
Forced Conversion/Exercise

Applicable to convertible securities and warrants. The Issuer has the right, under certain specified conditions, to force Investors to convert their Preferred Stock or Debt or to exercise their Warrants into the underlying Common Stock prior to maturity of the security.

Issuer Redemption

An Issuer's right, under certain specified conditions, to redeem all or a portion of the securities originally purchased by Investors.


Keyword(s)/Phrase Criteria

You may search for Equity Private Placements using specific keyword(s) or phrases.


Search Field

Select a specfic field you wish to search.


Keyword(s)/ Phrase

You may specify either (i) one or more keywords OR (ii) a phrase:

Keyword(s) Search::
To search for a single keyword, type the word into the text box. To search for more than 1 keyword, type all the words into the text box separated by a single space.

Example: If you wish to search for all Equity Private Placements that include Warrants with Cashless/Net Exercise rights, select "Investor Warrants" in the Search Field and type Cashless in the Keyword(s)/Phrase text box.

Phrase Search:
To search for a phrase, type the entire phrase into the text box, surrounded by quotations.

Example: If you wish to search for all Equity Private Placements that are associated with a reverse merger, select "Miscellaneous Notes" in the Search Field and type "reverse merger" in the Keyword(s)/Phrase text box.

Close Window