Olshan Acts as Dealer-Manager Counsel in Groundbreaking Overstock.com Digital Rights Offering
Yahoo! Finance and Law360 reported that on December 15, 2016, online retailer Overstock.com, Inc. completed an $11 million public rights offering of securities that included shares of its new Blockchain Voting Series A Preferred Stock, marking the first ever issuance of a public blockchain security. At closing, the Blockchain shares were issued as book-entry digital securities directly registered in investors’ names. These digital securities now trade exclusively on a registered alternative trading system using the tØ® blockchain-based issuance and trading platform developed by Overstock.com’s majority-owned financial technology subsidiary tØ.com, Inc. Using blockchain technology, securities trade times are reduced from trade date plus three days to same-day settlement. Source Capital Group, Inc., a boutique investment banking firm that served as the dealer-manager for the offering, provided marketing services for the offering and solicited the exercise of the rights. Olshan acted as counsel to the dealer-manager in connection with the rights offering. The rights offering was made pursuant to Overstock.com’s effective shelf registration statement on Form S-3 on file with the SEC and a prospectus supplement filed with the SEC prior to the commencement of the rights offering. Corporate partner Spencer G. Feldman led the firm’s representation of Source Capital, with assistance from Kenneth A. Schlesinger and Jason D. Cabico.