Securities Offerings. Industry leaders and growth companies rely on Locke Lord to help access the capital markets to fuel growth or provide investor liquidity. We represent companies in all types of securities offerings and general finance activity, 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-US offerings
  • Venture capital and other private placement financings

We handle these complex offerings efficiently and with the sophistication needed for successful execution. During the last few years, we have helped our clients raise billions in capital market transactions in industries as diverse as the global economy, including insurance, financial services, energy, technology and real estate.

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 venture capital firms, private equity 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 that participate in these offerings.

Below are some examples of how we help our clients:

  • We have taken leading companies in the telecommunications, life sciences, energy, insurance, financial services and technology industries public.
  • We regularly represent companies in follow-on public equity offerings, including using shelf registration statements (including secondary and acquisition shelves) and executing “overnight” shelf take-downs—both underwritten and as registered direct offerings. We have also handled PIPE financings of equity and convertible debt for many clients.
  • We have represented companies in many industries in 144A offerings of senior notes and subordinated notes, including high yield note issuances.
  • We represent 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.

Clients for whom we regularly act as outside counsel include industry leading publicly traded companies such as:

  • Adams Resources & Energy, Inc.
  • A.H. Belo Corporation
  • Axcelis Technologies, Inc.
  • Builders FirstSource, Inc.
  • Cambridge Bancorp
  • Cleco Corporation
  • CompX International, Inc.
  • Comstock, Resources, Inc.
  • Daegis Inc.
  • Helix Energy Solutions Group
  • Kronos Worldwide, Inc.
  • Lamar Advertising Company
  • LivaNova PLC
  • Marathon Oil Corporation
  • Martin Midstream Partners L.P.
  • National Oilwell Varco
  • Natural Health Trends Corp.
  • National Energy Services Reunited Corp.
  • NL Industries, Inc.
  • Perfumania Holdings, Inc.
  • PTC Inc.
  • Service Corporation International
  • Team, Inc.
  • TECO Energy, Inc.
  • Trinity Industries, Inc.

In addition to capital raising transactions and corporate governance matters, our 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