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successinstock

11/27/06 3:16 PM

#19772 RE: rrm_bcnu #19771

Thank you RRM....

rrm_bcnu

11/27/06 3:32 PM

#19774 RE: rrm_bcnu #19771

For all: Death Spiral Convertible PIPE's

Death Spiral Convertible
Used by companies that are in such bad shape, that there is no other way to get financing. This instrument is similar to a convertible bond, but convertible at a discount to the share price at issuance and for a fixed dollar amount rather than a specific number of shares. The further the stock falls, the more shares you get. Popular in the mid to late 1990s. Also known as toxic convertibles or floorless convertibles.

http://financial-dictionary.thefreedictionary.com/Death+Spiral+Convertible

shortsinthesand

11/28/06 5:47 AM

#19784 RE: rrm_bcnu #19771

rrm I have copied your post that I am answering below so that people that read my post can understand fully that I am not "confusing" any facts on PRIVATE INVESTMENTS in Public Equity like you claim in your post that I am!

By definition, a private placement financing involving securities including convertible debentures, convertible preferred stock or common stock that is effected by a public company falls into the category of transactions referred to as PIPE's.

As I have previously posted to you yesterday:

".... PIPE stands for "Private Investment in Public Equity" ...very simple."


What else can I say?
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http://www.investorshub.com/boards/read_msg.asp?message_id=15091881

For all. Do not let shorts confuse you as to the marked difference between a private placement and a PIPE convertible debenture.

The one constant in the life of your small business will be the need for a cash infusion to jump start sales, expand into new markets, or continue to sustain growth. While there are a multitude of financing sources of funding available to small business owners, each source has its limitations and requirements.

For instance, commercial bank loans are often intended for businesses that have been around and have shown a steady stream of profitability. Private placements are an attractive alternative for growing companies.

What is Private Placement?

Private placement or private investment capital, is money invested in your company usually from private investors in the form of stocks and sometimes bonds. In the United States, private placement often does not need to be registered with the Securities Exchange Commission. Regulation D is the most popular form of non-public private placement.

According to Thompson Financial, over 416 billion was issued in the private placement market for 2002. As good as it sounds, the majority of those dollars came from pension funds, investment pools, banks and insurance companies amounting to just over 2,000 deals. However, private placement does exist for the small business owner and is often less expensive and easier than taking your company public.

Benefits of Private Placement


* High degree of flexibility in amount of financing ranging from 100 thousand to 10-20 million with combinations of debt, equity, or debt and equity capital.


* Investors are more patient than venture capitalists, often seeking 10 to 20% return on investments over a longer term of 5 to 10 years.


* Much lower costs than approaching venture capitalists or selling the stock to the public as an IPO (Initial Public Offering).


* Quicker form of raising money than usual venture capital markets.

Who is a Candidate for Private Stock Offerings?

The ideal small business candidate is a company in the third stage of finance and is looking for growth or expansion funding. Small business owners might think private placement applies to start-ups when your company has completed product development, conducted a market-feasibility study and business planning but start-up funding often comes from angel investors.

Where to Find Private Placements?

The money from private placements will come from accredited investors defined by the SEC Rule 501 under Regulation D as:


* an individual earning 200k per year.


* a household with income of $300K per year or having a net worth over $1M.


* or venture funds, some banks and other institutions.

* Connect with bankers, attorneys, and accountants who can network your small business with a private investor.

What is Required for Private Placements?


* A sound business plan


* A private placement memorandum (PPM) disclosing the full facts of the investment and business


* A law firm or lawyer experienced in private placements.

With the limited infusion of capital into the stock market, the private investor market is an attractive alternative for investors and small businesses. Private placement offers a viable form of business financing without the constraints of taking a company public and conceding control.

http://sbinformation.about.com/cs/creditloans/a/prplacemt.htm


The difference betweeen FUD and truth is an independent link to information. Read it for yourself.

rrm