Corporate Finance & Securities Offerings

We help public and private companies raise capital in debt, equity, and asset-backed offerings of all sizes and complexity. We assist them and their constituents in various securities transactions, including tender offers, debt workouts, buyouts, and restructurings.

Overview

Our deep and diverse experience counseling public and private companies and securitizers of all sizes means that your deal will never be cookie-cutter to us. We will help you plan and execute a transaction that meets your company’s unique needs. Whether you are raising money for a start-up, setting up a blank check company, gearing up for an IPO, creating a fund, or liquidating alternative assets, we are here to help you every step of the way. Our clients include entrepreneurial private companies and companies listed on the NYSE, NASDAQ, and OTC Bulletin Board. They also include private equity and other investment funds and securitizers of assets from buildings to structured settlements.

We have decades of experience helping officers, directors, and large shareholders with share acquisitions, dispositions, and hedging transactions, as well as fund managers and investment advisers with capital-raising transactions. We also assist our public company clients with various securities transactions — both routine and unusual —  including tender offers, going-private transactions, takeovers, anti-takeover efforts, and complex restructurings.

Our team is frequently asked to present at events for lawyers, auditors, and accountants.

Experience

  • Represented a leading purchaser of structured settlement and annuity payments in successfully closing the first $150 million of a planned $300 million term securitization and financing facility.
  • Represented a Fortune 100 company in connection with a $2 billion commercial paper program.
  • Represented a Fortune 500 company in connection with a $1.5 billion accelerated share repurchase.
  • Represented an NYSE-listed company in connection with a $34 million share repurchase tender offer.
  • Represented a leading private equity fund in its joint venture to acquire and renovate a portfolio of assets in the hospitality sector with an estimated value of $100 million.
  • Represented buyer in leveraged acquisition of majority control of refrigerated trucking and brokerage business, including all related equity, debt, and restructuring issues, and the reorganized company in multiple follow-on acquisitions.
  • Represented originator in connection with a $50 million registered offering of litigation-backed receivables.
  • Provided corporate finance and real estate advice, including a non-consolidation opinion, in connection with the sale of majority equity interest in the largest national temperature-controlled warehousing and logistics services company and handled related financing.
  • Provided corporate governance and SEC disclosure advice for a campus housing real estate investment trust (REIT) in connection with a $354 million underwritten initial public offering.
  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.
  • Represented a Fortune 100 Company in connection with a $500 million underwritten public offering of senior notes.
  • Served as lead counsel in Regulation D offerings for innovative technology and life sciences company in the area of food safety.
  • Represented a Fortune 100 company in connection with a $750 million underwritten public offering of senior notes.
  • Representation of a state low-income housing tax credit (Georgia) investor in structuring and selling interests in funds to investors that raised more than $80 million through more than 20 different funds. Representation included structuring a variety of multiple and single investor fund offerings and addressing issues associated with the federal income tax treatment of state credits in such transactions.
  • Represented an innovative technology and life sciences company in the sale of a division.
  • Represented solo physician specialty practice in asset sale to a publicly traded physician management company. The transaction included negotiating and transferring an exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. The purchase price was in excess of $4 million.
  • Successfully represented a NASDAQ-listed issuer in connection with the appeal of NASDAQ delisting and related reverse stock split.
  • Represented a real estate investment company as a bidder in a hostile tender offer for a publicly traded motel chain, which evolved into a negotiated going private acquisition.
  • Successfully represented a NASDAQ-listed company in connection with the exchange offer for $125 million of convertible subordinated debt and subsequent registered resale.
  • Represented a 30-physician specialty group practice in a stock sale to a publicly traded physician management company. The transaction included the negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership, and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of the office lease, including all physician guarantees. The purchase price was in excess of $70 million.
  • Served as lead counsel in a going-private transaction for a manufacturing company with over $100 million in revenue.
  • Served as lead counsel in a $125 million registered offering of notes for a major regional telecommunications company.
  • Served as lead counsel for Russell 2000 medical devices company in an $18.2 million registered direct offering of preferred stock.
  • Served as lead counsel in a $21.5 million sale of common stock in a “PIPE” transaction for a leading medical devices company.
  • Representation of a developer in syndicating Georgia low-income housing tax credits available with respect to projects developed by affiliates. Representation included tax planning and structuring for the sale of interests in funds and securities law matters.
  • Served as lead counsel in a going-private merger transaction for a healthcare software company.
  • Served as lead counsel in a going-private transaction for a construction company.
  • Represented Fortune 100 company in connection with a $200 million underwritten Rule 144A-eligible offering of notes and subsequent SEC-registered exchange offer.
  • Advised on takeover response strategies, including the adoption of poison pills and employment agreements with parachutes for a NASDAQ-listed company.
  • Served as counsel for a specialty pharmaceutical company in its initial and follow-on public offerings totaling approximately $245 million.
  • Represented NASDAQ-listed company in connection with private issuance of $125 million subordinated convertible notes.
  • Represented a wireless telecommunications company in the simultaneous closing of a $125 million private equity investment, a $175 million high-yield bond deal, and a senior secured debt facility.
  • Served as lead counsel for a NASDAQ-listed healthcare software company in a delisting proceeding.
  • Represented Russell 2000 medical devices company in multiple public offerings of common stock.
  • Represented a NASDAQ-listed company in connection with a $92 million registered public offering of common stock.
  • Served as counsel in initial public and follow-on public offerings for a medical industry company totaling approximately $130 million.
  • Served as underwriters’ counsel for IPO by hotel REIT.
  • Served as engagement partner for and counsel to the first Chinese company to issue securities in the U.S.
  • Advised medical properties real estate investment fund regarding securities law issues and private offerings.
  • Successfully sold the operating company of a large Atlanta-based grocery store chain to a private equity firm while simultaneously spinning off the real estate in a publicly traded distribution to the owners of the operating company. In an innovative procedure, the public limited partnership then leased the property back to the real estate firm for use in operations.
  • Successfully completed a merger of nearly 10 video industry companies throughout the Southeast. In an innovative and complex procedure, the owners signed a contract to merge and go public simultaneously. The proceeds from the public offering were used to close on the deal, pay off any debt, and provide the owners with cash, as well as shares in the merged company, resulting in a $100 million deal. Ultimately, the new company multiplied to approximately 400 stores nationwide by acquiring smaller chains after the merger.
  • Represented real estate holding company in connection with registered $500 million Note offering.
  • Led the creation and initial public offering of Sysco Corporation, a Fortune 100 national food distribution company, including more than 100 acquisitions, dozens of public company offerings, and its listing on the NYSE.
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