Our attorneys regularly advise venture capital firms, private equity firms, and companies regarding various stages of investment financing and exit strategies.
Issuer Offerings. We represent both issuers and placements agents in connection with private direct capital raising activities on behalf of both private and public entities. These activities range from a basic offering of common equity (including stock, limited liability company interests, and limited partnership interests) or debt instruments, to the more complex offerings of preferred equity and convertible debt securities. Because of our significant private offerings experience, we are able to help our clients analyze the appropriate structure for the transaction, determining the exemption from registration to use, and planning for a future liquidity event. We assist in all aspects of these transactions including determining the nature of the investor and counseling on the appropriate type of investor for the offering; assisting in preparing the private placement memorandum, the subscription agreement or securities purchase agreement, and the placement agreement; and compliance with all federal and state securities law filings.
Venture Capital/Private Equity. In addition to handling direct private offerings, we also represent both issuers and investors in venture capital and private equity investment transactions. These transactions typically include a single strategic or financial investor or small group of investors in a negotiated investment in an issuer. In many cases, outside institutional loans are simultaneously negotiated in tandem with the investment. Our lawyers counsel on structure, exit strategies, and protective governance provisions, and help negotiate and draft all necessary agreements and documentation. Depending on the transaction, these documents may include a securities purchase agreement, an investment agreement (relating to rights of first refusal, voting agreements, co-sale and drag-along rights, etc.), preferred stock designations or limited liability company operating agreements, and various debt instruments. In addition, we often assist in due diligence reviews, preparation of employee equity incentive plans, and structuring of corporate governance processes.
Rule 144A Offerings. We also represent issuers and placement agents in so-called Rule 144A offerings (which are often a stepping stone to an initial public offering) of unregistered securities that are not listed on an exchange or quoted on an inter-dealer quotation system to qualified institutional buyers. In connection with these transactions, we assist with the initial placement of newly issued securities to an initial purchaser in a private placement transaction and the subsequent offer and resale of the restricted securities immediately to qualified institutional buyers.
Our attorneys help prepare the purchase agreement with the initial purchaser, the offering memorandum for the resale of the offered securities, the final term sheet, and the documentation necessary to complete these transactions, including the subscription agreements and questionnaires to verify the status of the resale purchaser as a qualified institutional buyer under SEC rules. Before undertaking such offerings, we often assist with due diligence reviews and make any changes to issuer’s corporate governance necessary to position it for the eventual offer and sale of its securities to sophisticated third-party investors.
PIPE Transactions. We also represent issuers and private investors in private investment in public equity transactions, so-called PIPE transactions, involving the offer and sale of equity securities by companies that are already publicly traded. These transactions, which involve a private placement of securities to be followed by a public offering of the same securities by the private investor purchaser, require detailed planning and structuring to comply with all applicable securities laws and stock exchange rules. Our attorneys work closely with clients to satisfy these requirements and assist with purchase agreements by and between the private investor and the publicly traded company, verifying compliance with the applicable private placement exemption from registration and, if a placement agent is involved, negotiating the placement agreement. Following the closing of the private placement transaction, we help prepare and file the registration statement with the SEC pursuant to which the privately placed securities will be resold by the private investors pursuant to a public offering.