Securities Law & Capital Markets
As corporate and securities attorneys, our key goals include helping our clients expand their businesses, increase owner liquidity and achieve their long-term business objectives.
To that end, we regularly counsel issuers, sponsors and underwriters with respect to equity and debt securities and alternative investment structures, including IPOs, secondary and follow-on offerings, convertible and high-yield debt offerings, PIPEs, registered direct offerings, stock buybacks, SPACs and Rule 144A/Regulation S private placements.
Leveraging our expertise in corporate and securities law issues, we also advise management and boards of directors in a variety of public company, regulatory and ongoing corporate finance issues, including matters involving disclosure and regulatory reporting and compliance, liquidity, insider trading compliance, reporting and trading plans, executive and equity compensation, strategic and tactical acquisitions, shareholder activism and proxy contents, SEC enforcement and securities litigation.
Represented IZEA, Inc., an Orlando, Florida based social media sponsorship company, in the completion of a $3,560,000 private placement of common stock and warrants. A portion of the offering proceeds represented the conversion of outstanding bridge promissory notes.
Represented Roth Capital Partners and Monarch Capital Group, the underwriters of a public offering of 1,100,000 shares of common stock of Pioneer Power Solutions, Inc., a manufacturer of specialty electrical transmission and distribution equipment. It will begin trading on the Nasdaq Capital Market under the symbol "PPSI." Pioneer intends to use the proceeds of this offering to repay its outstanding borrowings with Bank of Montreal, with the remaining balance to be used to fund acquisitions and working capital.
Represented United Capital Corp.(NYSE Amex: AFP) in connection with its tender offer to purchase approximately 31% of its outstanding shares at a purchase price that included an approximately 20% premium per share (or an aggregate purchase price of approximately $101 million). In connection with the tender offer, United Capital Corp. also delisted from the NYSE Amex and deregistered from the reporting obligations of the Securities Exchange Act of 1934, as amended.
We represented GAMCO Investors, Inc. (NYSE: GBL), an investment advisory company, in connection with its tender offer to purchase for cash its subordinated debentures. The purchase price was determined under a modified “Dutch auction” procedure. The tender offer, upsized from a principal amount of $50 million to the entire principal amount outstanding, resulted in the purchase of $64.1 million of debentures, or approximately 75% of the principal amount outstanding.
Represented Pharmacyclics, Inc. (NASDAQ: PCYC), a clinical-stage biopharmaceutical company, in connection with a $57.4 million registered direct offering of its common stock. Pharmacyclics entered into stock purchase agreements with various institutional investors and its CEO for the sale of approximately 6.5 million shares of its common stock at $8.85 per share. Pharmacyclics intended to use the proceeds of the transaction for general corporate purposes, including clinical trials, preclinical research expenses, general and administrative expenses and for working capital. The securities were offered by Pharmacyclics pursuant to an effective shelf registration statement and a registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act.
We represented hot dog purveyor and restaurant operator Nathan’s Famous, Inc. (NASDAQ:NATH) in its self-tender offer pursuant to which it repurchased 598,959 shares of its common stock, at a purchase price of $22.00 per share, for a total cost of approximately $13.2 million, excluding fees and expenses related to the tender offer. The buyback was conducted through a modified “Dutch auction” that allowed stockholders to tender some or all of their shares at a price within a specified range.
Represented CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, in connection with its initial public offering and related listing on NYSE Amex. CorMedix sold 1,925,000 units at $6.50 per unit (before underwriting discounts and commissions). Each unit consisted of two shares of CorMedix common stock and a warrant to purchase one share of common stock at a price of $3.4375.
We represented GlobalOptions Group, Inc., a national leader in providing outsourced special investigative unit solutions and a wide variety of investigative products and services to insurance carriers, self-insured corporations and third-party administrators, in connection with its tender offer pursuant to which it purchased approximately 54% of its outstanding shares of common stock for $19.5 million.
Represented Golden Nugget, Inc., a prominent owner and operator of hotels and casinos in Las Vegas, in connection with a tender offer and consent solicitation for its outstanding senior secured notes. In connection with the tender offer, the indenture related to the notes was amended and the underlying collateral was released.
We acted as U.S. counsel for FirstService Corporation (NASDAQ:FSRV), a global diversified leader in the rapidly growing property services sector, providing services in the areas of commercial real estate, residential property management and property services, in connection with its agreement with a syndicate of underwriters co-led by TD Securities Inc. and Scotia Capital Inc., and including BMO Capital Markets, CIBC, HSBC Securities (Canada) Inc., RBC Capital Markets, Raymond James Ltd. and PI Financial Corp., pursuant to which the underwriters purchased $70 million principal amount of convertible unsecured subordinated debentures.
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