Capital is the lifeblood of a company’s operations. McDermott’s capital markets and public companies lawyers have extensive experience advising clients—including issuers and underwriters—with raising capital in the public markets. We also provide counsel on the rules and regulations that accompany operating as a public company.
Clients appreciate our ability to see beyond the current need and bring a strategic approach to capital requirements. We have demonstrated success utilizing the full range of instruments, from traditional equity raises such as initial public offerings (IPOs), follow-on offerings and at-the-market offerings, to private placements. We also have considerable experience with special-purpose acquisition vehicles (SPACs) and real estate investment trusts (REITs).
For debt offerings, we’ve done it all. We have a successful track record helping clients with their registered and unregistered debt offerings, including investment grade, high yield and convertible notes offerings. In addition, given our deep understanding of the compliance requirements of various governing agencies and regulatory bodies—particularly the Securities and Exchange Commission (SEC), NYSE and NASDAQ—clients regularly rely on our professional judgment, practical advice and counsel regarding difficult disclosure and SEC compliance issues.
Our lawyers deliver a complete service offering to address our clients’ full range of capital market needs and governance compliance requirements. We pride ourselves on staying abreast of market trends, delivering pragmatic solutions proactively in support of capital needs and governance requirements, providing sage counsel to quickly resolve compliance issues without disruption to business operations.
We act as primary outside securities counsel to numerous public companies across a variety of industries, advising on day-to-day issues and when special situations arise. This arrangement frees clients to focus on achieving their business objectives while satisfying obligations and commitments to regulators, security holders, employees, ratings agencies, the media and the public. We represent public companies of all sizes, including a number of Fortune 500 corporations.
Reporting and Compliance
Our public companies team acts as a trusted advisor on a wide variety of reporting needs. Our legal advice covers all SEC regulatory and compliance requirements, including forms 10-K, 20-F, 40-F, 10-Q, 8-K and 6-K, proxy statement disclosures and contests, SEC shareholder proposals and proxy advisory firms and their policies, and Regulations FD and G. Our lawyers also counsel clients on informal corporate disclosures covering press releases, website postings and communications with analysts and investors.
Corporate Responsibility and Governance
The responsibilities of directors and officers have grown substantially in recent years, as the US Congress, the SEC and other regulators have imposed new rules that carry increased potential for liability. We are sensitive to the current corporate environment and have extensive experience guiding our clients through these regulatory regimes. Our governance and responsibility services include a broad range of advice on compliance, guidelines, suggested best practices, and analyses of policies and procedures.
Executive Compensation and Other Employee Benefits
We provide sophisticated advice on all aspects of executive compensation. We regularly advise on SEC disclosure regarding management compensation and represent clients before the Internal Revenue Service on executive compensation matters. Our services include planning and preparing clients for change in control protection, director pay, executive employment and severance agreements, equity-based compensation, executive fringe benefits, incentive compensation, multinational compensation, nonqualified deferred compensation, and rabbi trusts and other funding vehicles. In particular, we are experienced at identifying and helping to resolve financial accounting and tax issues, including compliance with the $1 million tax limitation on deductibility set forth in Section 162(m) of the Internal Revenue Code (IRC) and the deferral of compensation under 409A of the IRC.
Mergers and Acquisitions
Numerous securities rules come into play when public companies are acquired or a company’s securities are issued as consideration in an acquisition. Our capital markets and public companies team works seamlessly with our corporate transactions and tax practices to provide the critical guidance on the securities questions and needs of clients, from creating a new equity structure as the result of a spin-off to the filing requirements associated with a subsidiary IPO.
Special Purpose Acquisition Companies
The leader in special purpose acquisition transactions (SPACs), McDermott has represented more SPAC sponsors and underwriters in the past decade than any other law firm. We are adept at structuring SPACs, completing the IPO and advising the company through its business combination transactions. We have advised clients on SPAC IPOs totaling more than $1.5 billion, including executing the largest IPO SPAC on behalf of an issuer. Combined with our skilled mergers and acquisitions team, we have closed nearly $4 billion in business combination transactions, including some of the highest-profile SPAC deals in recent memory.
McDermott lawyers have extensive experience advising on REIT transactions, including the formation of umbrella partnership real estate investment trust (UPREIT) structures. We have taken many REITs public and are well versed on the issues facing public and private REITs. We have also represented underwriters in securities offerings by REITs.
Global Eagle Entertainment Inc. in its $190 million IPO
Levy Acquisition Corp. in its $150 million IPO
ROI Acquisition Corp. II in its $125 million IPO
AG Mortgage Investment Trust in its $200 million IPO
Heritage-Crystal Clean, Inc., in its $25 million IPO
Public Offerings – Underwriter Representation
Citigroup Global Markets Inc. and Robert W. Baird & Co. in the $103 million IPO and $76 million secondary offerings by selling stockholders of Tile Shop Holdings, Inc.
BofA Merrill Lynch in the $77 million follow-on offering by Repros Therapeutics Inc.
Robert W. Baird & Co. in the $100 million and $372 million follow-on/secondary offerings by LKQ Corporation and selling stockholders
A.G. Edwards & Sons, Inc., in the $36 million IPO and $15 million follow-on offering by Micrus Endovascular Corporation
Cowen and Company in the $69 million IPO of Global Defense & National Security Systems, Inc.
EarlyBirdCapital, Inc., in the $96 million IPO of Quartet Merger Corp.
Craig-Hallum Capital Group in a follow-on offering by Chembio Diagnostics, Inc.
CIBC World Markets in the $88 million IPO of Applied Molecular Evolution and the $35 million IPO of ViroLogic and the $122 million IPO of Genomica Corporation
Goldman Sachs and others in the $207 million follow-on offering of First Midwest Bancorp, Inc.
BofA Merrill Lynch and others in a $60 million at-the-market offering of American Realty Capital Properties, Inc.
SPACs and REITs
Global Eagle Acquisition Corp. in its $190 million IPO and subsequent $430 million business combination transaction pursuant to which it acquired Row 44, Inc., and an 86 percent interest in Advanced Inflight Alliance AG
JWC Acquisition Corp. in its $125 million IPO and subsequent $500 million business combination transaction with The Tile Shop, LLC
ZAIS Group Holdings in its business combination with, and resulting listing through, HF2 Financial Management
Morgan Joseph TriArtisan as the sole bookrunning underwriter in the $40 million IPO for L&L Acquisition Corp., $55 million IPO for 57th Street General Acquisition Corp., $60 million IPO for General Finance Corporation, and $50 million IPO for Camden Learning Corporation
Silver Eagle Acquisition Corp in connection with the signing of an agreement under which Silver Eagle will acquire between 33.5 percent and 38.5 percent of the equity shares of Videocon 2dh Limited, valued at between $303.7 million and $349.5 million
Initial lighting of stock of Every Ware Global, Inc. in its $420 million business combination with Row 44, Inc., and AIA
AG Mortgage Investment Trust in its $200 million IPO led by Deutsche Bank and $100 million follow-on offering
Sale of Copper Beech Townhome Communities to Campus Crest Group (NYSE: CCG)