Initial Public Offerings: Bringing Order to Chaos
An IPO is typically the most traumatic and chaotic event in a company's life span. From the initial organizational meeting, we help plan and shape the offering process to eliminate delay and inefficiency. Our intellectual property, labor and employment, regulatory and tax lawyers perform valuable due diligence and other offering-related services, eliminating the expense and delay of retaining outside counsel (who often have little or no offering experience) in these areas. Leveraging our technical, market and legal experience, we drive the public offering process for our investment banking clients from the initial planning stages through due diligence and drafting and on to a successful closing.
Follow-On Public Offerings: Complicated, Creative, Fast
Major investment banks and issuers regularly retain us in every kind of follow-on public offering, from underwritten offerings with road shows to overnight "bought" public offerings. We have handled offerings of numerous types of securities, including common stock, perpetual preferred stock, convertible preferred stock, convertible debentures, senior and subordinated notes, original issue discount notes, and second lien secured notes. Our experience with these securities and our sophisticated understanding of the particular requirements of different follow-on offerings allow us to effectively and efficiently represent our investment banking clients in the full range of follow-on public offerings.
Technology and Life Sciences: Understanding the Subject Matter
We represent a vast array of companies in the information technology, telecommunications, electronics, pharmaceuticals and medical devices industries. More than 140 of our lawyers hold scientific or technical degrees in addition to their law degrees, and many have professional experience in science and technology fields in addition to their legal experience. Because technology is a firm-wide focus, we regularly work with technology and life sciences companies in virtually every area of the law. No other firm is as well positioned to quickly grasp the subject matter and execute a deal that works from the start.
Experience Representing Issuers: Knowing What the Issuer is Thinking
We have a comprehensive understanding of the priorities and expectations of issuers based on thousands of public and private offerings. This experience greatly benefits our investment banking clients in anticipating problems and shaping and exceeding the expectations of issuers. Also, because we are continually engaged in the market for public and private offerings from both perspectives, we understand the business and financial terms that are viewed as reasonable or unreasonable at any given time. This means more time spent getting the deal done and less time wasted in seeking unreasonable, inappropriate or outdated deal terms.
Cross-Border Offerings: International Scope
WilmerHale is a recognized leader in international securities transactions, reflecting the combination of our US offerings practice and our extensive experience with cross-border securities, tax and corporate considerations. We advise US and non-US issuers, investment banks and mutual funds on public offerings, private placements and multiple stock exchange listings in the world's leading capital markets. We have handled more than 30 public offerings involving non-US listings or issuers on the London, Frankfurt, Toronto, Paris, Amsterdam, Zurich, Copenhagen, Oslo and Stockholm stock exchanges, as well as numerous ADR and ADS listings on Nasdaq and the New York Stock Exchange.
Private Offerings: Initial Purchasers and Placement Agents
We represent initial purchasers and placement agents in all types of private offerings. We have represented major investment banks in numerous complex Rule 144A and Regulation S offerings of convertible debentures, high-yield bonds and other equity and debt securities. We are experienced in representing placement agents in innovative PIPE offerings. We also represent leading investment banks in large private placements by emerging technology company clients that require significant pre-IPO financing. We collaborate on the preparation of disclosure documents, indentures and deposit, purchase and registration rights agreements. Our experience with the full range of private offerings enables us to handle complicated and time-sensitive transactions quickly and effectively.
Regulatory Issues: Avoiding the Pitfalls
We have significant experience working with the various regulatory bodies and schemes that impact securities offerings, including the SEC, FINRA, Regulation M and other broker-dealer regulatory issues, as well as state securities laws. Regulatory issues can disrupt or delay an offering and create potential liability for issuers and our investment banking clients. We help navigate the complicated, shifting regulatory requirements and work with staff attorneys at the SEC and FINRA to resolve difficult offering-related issues. Our lawyers include former senior staff members from both the SEC and FINRA—including the former Directors of the SEC's Divisions of Corporation Finance and Enforcement and the Vice Chairman of FINRA—who provide a wealth of regulatory insight and practical knowledge. Our blue sky practitioners handle the chore of state securities law compliance quickly and efficiently. Our working understanding of the regulatory agencies is critical to the offering process and an invaluable aid to getting offerings done.