MNTA offering was not a PIPE or a registered direct offering. Technically it was an underwritten follow-on offering by the company. The fact that the underwriters felt no need for a road show and likely offered it only to institutional investors doesn't make it a PIPE. The underwriters can stabilize the market post offering should they so desire.
By contrast, registered direct offerings are not underwritten. They are still considered public offerings under the 1933 Act however, and require a registration statement or an existing shelf. The placement agent (in lieu of underwriter) cannot inventory the shares and cannot intervene post-offering because of Reg M.
In both underwritten offers and registered direct offers, the ultimate purchasers of the offering sign no offering documents and are not subject to any Sec. 144 resale restrictions. That provides the biggest distinction with PIPEs. Often in PIPEs the buyers are locked-up for some period and the registration statement is only filed post-offering. Only accredited investors can typically invest in PIPEs.
Underwritten offerings are the most expensive (legal and underwriter fees), but they offer the least discount from the market. Registered directs are somewhat less expensive (particularly if there is an existing shelf), but involve a bigger discount. PIPEs are the cheapest but have the biggest discount.
Right now, the trend is very much away from PIPEs and towards registered directs.
Peter
