Securities Offerings

Locke Lord has helped clients raise billions in capital markets transactions in industries as diverse as the global economy, including energy, insurance, financial services, advertising, technology and real estate. We represent issuer companies in all types of securities offerings and general finance activities, including:

  • IPOs
  • Follow-on offerings and shelf registrations
  • Registered direct and confidentially marketed public offerings
  • Committed equity lines
  • PIPE transactions and other private placements
  • Rule 144A offerings and exchange offers
  • High-yield and convertible debt offerings
  • Debt exchanges and other restructurings
  • Cross-border and non-U.S. offerings
  • Venture capital and other private placement financings

A significant part of our practice is preparing companies for, and guiding them through, successful capital raising opportunities. For our private company clients, this includes preparation for potential liquidity events, such as getting ready for a successful IPO and life as a public company or for an acquisition. Our extensive work for private equity and venture capital firms and other financial institutions gives us insight into the unique perspectives of these investors towards securities offerings of a portfolio company as well as the latest trends in capital market financings. We understand the time-sensitive nature of market windows and the imperative of attention to client needs and deal execution for success.

We also represent the underwriters and placement agents in IPOs, secondary offerings, PIPEs, RDOs, CMPOs and other registered securities offerings.

Public Company Counseling

We are at the forefront of advising publicly traded companies and their directors and officers on complying with regulatory requirements and the evolving best practices in disclosure and corporate governance. This includes advising on governance under the Sarbanes-Oxley and Dodd-Frank Acts. We also counsel independent board committees in change in control and affiliate transactions and in connection with regulatory matters and shareholder litigation.

In addition to capital raising transactions and corporate governance matters, our public company clients look to us for sophisticated advice and representation in matters such as:

  • Public and private tender offers
  • Disclosure and SEC reporting requirements
  • Mergers, acquisitions and divestitures
  • Shareholder rights’ plans, proxy contests and anti-takeover planning
  • Internal investigations and enforcement actions
  • Executive compensation and severance
  • ERISA and other employee benefits
  • Securities trading by directors and officers
  • Resale of restricted securities
  • Stock repurchases and financial restructuring