Securities
We advise clients with respect to offerings, exchanges, and redemptions of securities, both in transactions registered under the Securities Act of 1933 and in transactions exempt from registration, and we also advise clients in connection with proxy solicitations, securities filings and other matters arising under the Securities Exchange Act of 1934, and compliance with other securities law obligations. We have represented:
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Trilogy International Partners LLC in connection with its $370 million high-yield debt offering.
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T-Mobile USA, Inc. in connection with public offerings of securities, and the issuance of, and subsequent cash tender offers for, high-yield debt.
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Western Wireless Corporation in connection with a Rule 144A and Regulation S offering of $115 million of convertible subordinated notes, and the filing of a universal shelf registration statement covering up to $500 million in debt and equity securities.
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Several hedge funds in the disposition of shares of a public company in an attempted registered direct offering.
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Both issuers and investors in PIPE transactions.
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A privately held technology company in connection with an exchange of senior preferred stock for several series of preferred stock and common stock.
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A leading hedge fund in the purchase of a 5% block of common stock in a publicly traded technology company.
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A major telecommunications company in connection with its large minority stakes and board representation in several other public companies, including advice with respect to disclosures in the Form 10-K and other filings of such companies.
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A founder/controlling shareholder in selling his interest in a publicly traded internet company.
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Institutional investors in connection with proxy contests, exempt solicitations, Rule 14a-8 proposals submitted at annual meetings, and other initiatives taken by public company shareholders, including advice with respect to compliance with the proxy rules.
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Public companies and large shareholders in connection with the preparation of their Exchange Act reports and filings (including Forms 10-K, 10-Q, and 8-K, proxy and information statements, and Section 13 and Section 16 filings); establishing and administering controls, procedures, and other programs required by the Sarbanes-Oxley Act of 2002, the NYSE, and Nasdaq; and developments in securities law matters generally.
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