Practices: Securities

For every company, from the newest startups to the most established corporations, securing the money to grow is at the heart of every business and financial plan. If you need to tap the public or private securities markets, the last thing you want is one-size-fits-all advice from your law firm. Ungaretti & Harris securities lawyers will work with your unique financing needs to help you structure, negotiate and successfully issue equity and debt securities that meet your financing needs. We understand that a company’s balance sheet will reflect its ability to build its future. That’s why our advice on every capital-raising transaction reflects a commitment to your entire business strategy, not just the financing process. You think long-term, and we help you get there.

Public Offerings

If your company is publicly held on the New York, American or NASDAQ stock exchanges, or if you want to go public, you have the assurance of knowing that we have assisted many clients of all sizes on a variety of financing transactions involving the public securities markets. We can handle all phases of your offering, including preparation of the registration statement and prospectus, structuring of terms of securities and responding to comments from the SEC. We also represent underwriters and placement agents in these financings, assisting with disclosure documents and due diligence preparations. Transactions include:

Public common stock offerings (IPOs and follow-on offerings).
Public debt offerings.
Hybrid securities.
Shelf registration statements (universal shelf and acquisition shelf filings).
Private placements with resale registration statements (PIPE transactions).
Rule 144A offerings (with S-4 exchange offers).

It’s important that any equity or debt offering provide the terms that are what’s best for your overall capital structure. If that includes a restructuring or recapitalization, rely on us to complete it effectively – particularly when it comes to positioning private equity portfolio companies for a sale or spinoff.

Public Disclosure

When regulators at the federal or state levels are scrutinizing your latest securities filing, accuracy and thoroughness are what matters above all. Our lawyers will help you prepare and file disclosure documents with the SEC, including:

Annual and quarterly reports.
Forms 10-K, 10-Q and 8-K.
Proxy statements.
Section 16 change in beneficial ownership reports.
Registration statements.
State “blue sky law” filings.

We understand the timing, methodology and requirements for disclosure of material. Disclosure has become a key corporate governance issue, and we can guide you through the complexities that govern forward-looking statements, securities analyst briefings and Internet web site disclosure. Because the whole body of governance laws and procedures is changing so rapidly, and because filing requirements can involve significant differences of interpretation, we work closely with you to review the alternatives and assess the risks involved in every disclosure action.

Private Placements

Sophisticated private investment funds that raise equity from accredited investors rely on Ungaretti & Harris for effective structuring and comprehensive advice on their transactions. Whether you are a special purpose fund focused on investing in commercial real estate or emerging venture companies, or a general retail fund created to pursue the most effective investments for high wealth individuals, we can help you:

Organize the fund and determine its purpose.
Create the most efficient tax flow-through entity structure such as a limited partnership or a limited liability company.
Secure equity investor funding, with special focus on transactions of $25 to $50 million.
Ensure that all necessary private offering documentation is properly completed in order to allow exemption from public disclosure filings.

Often private equity investors require our help in setting up separate business entities to sell their offerings and preserve their private status. Funds can be structured to target office property acquisitions in such secondary markets as suburban locations or smaller cities across a wide geographic area, or to focus on alternative energy investments such as wind farms and solar power.

Knowledge & Understanding

Any company seeking to raise capital wants two things from a law firm: knowledge of how capital markets work and an understanding of the company’s growth needs and business strategies. Ungaretti & Harris can give you both, combined with flexibility and creativity that will help your business meet its goals.