Hedge Funds, Private Equity Funds & Investment Management. Tech, Media & Venture Capital.

 

Riveles Wahab is a boutique law firm representing hedge and private equity funds, investment managers, startups, creative businesses, technology companies, and other ventures. We are dedicated to providing sophisticated, strategic and responsive counsel delivered in an efficient and cost-effective manner. Our attorneys thrive on finding innovative, high-value solutions to our clients’ unique challenges and watching their ventures succeed.

Basics of Warrant Coverage Terms

In order to induce “investment” of valuable dollars or services, ranging from cash investment under a Regulation D Private Placement Offering, or on the flipside, the efforts of a trusted advisor/accelerator/incubator, so-called “warrant coverage” is often part of the deal. “Warrant Coverage” is designed to further persuade an investor or service provider to participate in an investment opportunity by providing the investor or service provider additional opportunity to leverage the company upside, as it grows in value. While less commonly used than a variety of other deal “sweeteners”, they are a significant feature in the investment landscape. The following provides a high-level summary of the typical negotiated deal points for warrants. read more

Corporate Structuring and Fundraising for Single Purpose Vehicles

What do securities syndications and fundraising for real estate, restaurant ventures, film ventures, theme parks and a variety other project finance opportunities have in common? The answer is simply the often overlooked and misunderstood “SPV.” Essentially, the SPV or “Single Purpose Vehicle” is an entity that is structured to take in investor monies towards funding a singular dedicated project or opportunity. Indeed, a great majority of real estate finance projects, and a variety of other project finance opportunities essential to the U.S. economy, are at least partly funded by SPVs. Furthermore, with the advent of crowdfunding and “general solicitation” under the JOBS Act, the SPV’s role in financing a variety of projects and operating companies cannot be overstated. read more

Questionnaire: Key Considerations for Private Placements

In order to properly inform investors and provide disclosures where necessary, either through a Private Placement Memorandum, or other disclosure materials, a robust understanding of the venture’s overall purpose and goals is useful. This questionnaire asks several key questions of a company seeking to raise funds, with an eye towards drafting the various documents that may be required for a private placement, including but not limited to the Private Placement Memorandum, Subscription Agreement, Convertible Note or other debt instrument, Amended Certificate of Incorporation, and Investor Rights Agreement. read more

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