Securities & Corporate Finance

Public and private equity, debt and hybrid financings are commonly complex and lengthy transactions that require specialized experience and attention to detail.  The attorneys in the Securities And Corporate Finance Practice Group of Kamlet Reichert have both.  We represent clients in the most complex of equity and debt financings, including:

• Initial Public Offerings (IPOs)
• Secondary and Follow-on Offerings (including Exxon Capital exchange offers)
• Going Private and Going Dark Transactions
• High-Yield and Convertible Debt Financings
• PIPES
• Privately Placed Securities (in Regulation D and other exempt offerings)
• Mergers into Public Shells

We also have the experience necessary to navigate the complex securities law issues associated with drafting offers to purchase and letters of transmittal necessary to complete tender offers, registration statements for primary and secondary offerings, as well as private placement memoranda for securities offerings that are structured to qualify for a registration exemption.

We Provide Guidance Regarding Compliance and Disclosure

Kamlet Reichert attorneys have experience counseling public companies with respect their ongoing reporting obligations under the Securities Exchange Act of 1934 and related rules of the SEC (including in respect of the Sarbanes-Oxley Act of 2002), and those public companies seeking to terminate their reporting obligations with the SEC by “going dark” or by completing a so-called “going private” transaction subject to Rule 13e-3 of the SEC.
Our attorneys also have experience guiding public companies and their boards of directors through difficult, time-sensitive and labor intensive proxy contests and other unsolicited hostile takeover activities.  Such guidance includes counseling regarding the availability in such circumstances of defensive measures, such as poison pills and shark repellants, and the fiduciary duty implications of adopting such defenses.  We have also advised shareholders seeking to replace directors through proxy contests.

We Provide Comprehensive Services

We routinely advise clients regarding other financing issues, such as:

• Structuring and Adopting Equity Incentive Plans
• Structuring and Financing Going Private Transactions
• Issuance of Stock Options, Restricted Stock, Warrants, Convertible Securities, and Performance Awards
• Investments by Private Equity & Venture Capital Funds
• Secured and Unsecured Credit Facilities (senior, mezzanine and acquisition)
• Creation and Perfection of Security Interests for Debt Financings
• Collateralized Debt Obligations

We Make Deals Happen

Representative securities projects include:

• Representation of Colorado-based teleconferencing company in connection with its “going private” tender offer subject to Rule 13e-3 of the SEC
• Representation of satellite communications company in connection with its $200 million IPO
• Representation of various companies in connection with their high-yield and convertible debt offerings and their related exchange offer and resale registration statements filed with the SEC
• Representation of various companies in tender offers and consent solicitations for 100% of their outstanding high-yield debt securities
• Representation of manufacturing and distribution company in connection with its registration of $140 million of debt and equity securities
• Representation as outside general securities counsel, including in respect of reporting obligations under the Securities Exchange Act of 1934 and the related rules of the SEC, to various companies
• Representation of 75-year old Denver investment banking firm in connection with various Regulation D securities offerings