Practice Areas & Industries: Carlton Fields, P.A.

Practice/Industry Group Overview

Carlton Fields has represented numerous private equity and venture capital firms as well as the companies in which they invest.

The firm has assisted in all aspects of the business from the formation of funds to the structuring of individual investments. We also provide general corporate, partnership, tax and securities advice to our clients as they move forward with the funding process.

We have represented clients in selecting equity financing as well as in negotiating the terms of investments and we have handled private placement of securities issued by our clients.

REPRESENTATIVE MATTERS

• Corporate counsel in connection with a temporary staffing company's sale of common and convertible redeemable preferred shares ¿ warrants given and registration rights granted (1997) - $12,000,000.00.
• Corporate counsel in connection with a temporary staffing company's sale of Series A Convertible Redeemable Preferred Shares and Series B Redeemable Preferred Shares (1998) - $3,500,000.00.
• Corporate counsel in connection with a temporary staffing company's purchase of shares ¿ registration rights granted (1997) - $26,000,000.00.
• Corporate counsel in connection with a temporary staffing company's sale of senior subordinated notes and Series C Convertible Redeemable Preferred Shares -- warrants given and registration rights granted -- required complete restructuring of all series of preferred (1999) - $25,000,000.00.

Private Placement/Venture Capital Transactions:

• Preferred Stock - Venture capital investment
• Common Stock - Private placement offering
• Debentures - Venture capital investment
• Common Stock/Preferred Stock - Venture capital investment
• Common Stock - Content for corporate control followed by Rescission Offer
• Debentures (unsecured) - Private placement offering
• Common Stock - Acquisition transaction. Issue shares in an exchange/merger transaction
• Common Stock - Rights offering to Shareholders
• Limited partnership interests - Private placement (capital call)
• Limited partnership interests - Private placement offering
• Limited partnership interests - Private placement offering (new funding)
• Debentures (guaranteed by parent public company) - Private placement with institutions
• Debentures (unsecured) - Private placement
• Limited partnership interests - Private Placement (Exchange offer with Tampa Bay Lightning Partnership)
• Common stock - Private placement offering