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Services Available
We address the needs of our clients by providing creative solutions, combined with technical knowledge and years of practical experience. Our practice group has experience in a broad range of sophisticated securities-related matters, including:
- SEC-registered, underwritten debt and equity offerings, including IPOs, follow-on offerings and hybrid securities offerings
- Shelf registration statements (for primary offerings, resales and acquisitions)
- Spin-offs and going private transactions
- Rule 144A, PIPES, private placements and other exempt offerings
- Tender offers (self- and third-party tenders) and other M&A transactions in which securities are issued as consideration
- Insider trading and Section 16 compliance and reporting issues, Rule 144 sales and Schedule 13D/G compliance
- Employee benefit matters, including compensation and benefit plans and arrangements and Form S-8 registration statements
- Periodic and current SEC reporting (e.g., Form 8-Ks, 10-Qs, 10-Ks and proxy statements), including compliance with Regulation FD, Regulation G and other disclosure requirements
- Compliance with the Sarbanes-Oxley Act and the related SEC regulations
- Compliance with the listing requirements of the NYSE, Nasdaq, AMEX and other SROs
- Corporate governance matters, including advising boards of directors, committees and board members
- Representing foreign private issuers in cross-border transactions and securities law compliance obligations
Our clients include Fortune 500 companies, emerging technology and other public companies, private companies, executive officers, directors, boards of directors, board committees, shareholders, joint venture partners, institutional investors, underwriters and investment banks in a variety of industries, including retail, energy and natural resources, metals, manufacturing, financial services, technology, life sciences, chemicals and health care. Our lawyers work closely with management, in-house counsel, boards of directors and board committees, accountants, investment bankers and others, as appropriate, to achieve comprehensive, cost-effective, value-added results for our clients. Our firm's resources enable us to bring in other practitioners with experience, as necessary, in areas such as tax, anti-trust, litigation and employee benefits.
The following are some representative transactions our Securities/SEC Practice Group has handled:
- Represented CNX Gas Corporation, a newly formed company comprised of substantially all of the gas business of CONSOL Energy, in an agented private placement of CNX Gas' common stock valued at nearly $420 million and CNX Gas' related initial public registration.
- Represented Dick's Sporting Goods, Inc., in its $100 million IPO of 8.3 million shares of common stock
- Represented Kennametal Inc. in its $300 million and $115 million public offering of senior notes and 3.2 million shares of capital stock, respectively
- Represented Kennametal Inc. in a going-private transaction with respect to its subsidiary, JLK Direct Distribution, Inc.
- Represented Pitt-Des Moines, Inc., in several transactions resulting in a $260 million tender offer for its common stock
- Represented II-VI Incorporated in its $45 million tender offer acquisition of Laser Power Corporation
- Represented biotherapeutics company Anthrogenesis Corp. in a $60 million stock-for-stock acquisition by Celgene Corporation
- Represented Stonepath Group, Inc., in a restructuring of $44 million of preferred stock
- Provided corporate governance advice to several public companies in light of the Sarbanes-Oxley Act
- Provided Rule 144 advice to several financial institutions regarding loans secured by publicly traded securities
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