To assist interested parties in navigating a private investment in public equity (PIPE) transaction in Canada, we have prepared the following summary of key considerations.

What is a PIPE Transaction?

• PIPE transactions are private placements of securities issued by public companies that are usually significant, but still minority, investments. In most cases, PIPEs are offered only to certain accredited investors, including institutional investors, private equity investors, and strategic investors (such as sovereign wealth funds).
• The issuance of securities in a PIPE transaction is made under one of the exemptions from the prospectus requirements of Canadian securities laws. Accordingly, there is minimal involvement of any securities commission. However, stock exchanges have established regulations relating to pricing and shareholder approval requirements.