Case Study: Petroleum Services Company

We have advised a publicly held petroleum services company listed on Nasdaq concerning the simultaneous closing  of a “PIPE” financing transaction (“private investment in public equity”) and an acquisition transaction largely funded by the financing.  Among the issues raised by the two transactions were the timing and interplay of the newly expanded and accelerated filing requirements of SEC Form 8-K for sales of unregistered securities, material contracts, acquisition of assets, Regulation FD disclosure, and pro forma financial information.  The transaction also raised issues concerning the potential integration of the transactions under Nasdaq’s rules requiring prior shareholder approval for, among other things, the issuance of more than 20% of the previously outstanding listed shares, including warrants and other convertible instruments, in a nonpublic offering.