Finance (Capital Markets)

 

• The term “capital markets” is generally used to describe any financial exchange marketplace where long-term (more than one year) debt securities and equity securities are bought and sold, and may include trading in a variety of instruments, such as bonds, commodity futures, derivatives, loans and options, in addition to stocks (although “stock markets” are a particular subcategory of capital markets, in which only stocks – equity securities representing “shares” of ownership in particular business entities – are sold), which may be generally divided into the “primary market” (a trading venue open only to particular qualified investors, who buy the securities directly from the issuing entity as “primary offerings” or “initial public offerings” – IPOs) and the “secondary market” (a trading venue such as the New York Stock Exchange – NYSE – or the National Association of Securities Dealers Automated Quotations – NASDAQ – that is open to any qualified investor, whether an individual, group, institution or the like, in which security holders trade only with other investors in transactions that do not involve any interaction directly with the issuing entity, and that is regulated by a designated governmental entity, such as the Securities and Exchange Commission – SEC).

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• Domestic and international experience in securities and related transactions, such as: alternative public offerings (APOs); American Depository receipt offerings; at-the-market (ATM) offerings; block trades; bridge loans; business development companies (BDCs); buyout funds; capital increases; capital trust securities; carve-outs; collateralized debt obligations (CDOs); collateralized mortgage obligations (CMOs); commercial paper; commitment papers; commodity collars, forwards, options, swaps; confidentially-marketed public offering (CMPO); consent solicitations; convertible debt offerings; currency forwards, options, swaps; deal-contingent hedges; debt and equity crowdfunding; debt capital markets; debt restructuring; derivatives; direct listings; distressed assets financing; electric utility securitization bond offerings; emergency lending facilities – such as the primary market corporate credit facility (PMCCF), the secondary market corporate credit facility (SMCCF) and the term asset-backed securities loan facility (TALF); environmental, social and governance (ESG) financial products; equity capital markets; exchange-traded funds (ETFs); feeder funds; follow-on offerings; forward equity sales; funds of funds; green bonds; hedge funds; high-yield debt offerings; hybrid instruments; initial public offerings (IPOs); interest rate swaps; investment-grade issues; issuer call spreads and capped calls; leveraged buyout financings; loan participation notes (LPNs); master funds; medium term notes (MTNs); mezzanine funds; municipal securities; mutual funds; offshore funds; over-the-counter (OTC) hedging and monetization; pension funds; preferred equity; private investment in public equity (PIPE) transactions; private activity bonds; private placements; project finance; real estate investment trusts (REITs); registered direct offerings (RDOs); Regulations A, D and S offerings; rights offerings; reverse Morris Trust transactions; second lien financings; secondary equity offerings; securitization; special purpose acquisition companies (SPACs); spin-offs; split-offs; structured finance; structured issuer share repurchases; subordinated debt offerings; swaps; takedowns; tax-exempt bonds; taxable bonds; tender offers; trust preferred offerings; vulture funds.

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• Representation for dealer-managers, financial sponsors, initial purchasers, investment firms, issuers, placement agents, private equity sponsors, selling stockholders, underwriters, venture capital funds, and for acquisition finance and private equity transactions. 

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• Experience in transactions for industries such as: agronomy; automotive; aviation; chemicals; construction; consumer; e-commerce; energy; environmental; finance; fintech; gaming; health-tech; healthcare; hospitality; insurance; internet; life sciences; logistics; media; natural gas; oil; pharmaceuticals; power; railroads; real estate retail; sports; technology; telecommunications; transportation.

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• Drafting and negotiation of agreements, contracts, documents and forms, such as: 1992 International Swaps and Derivatives Association (ISDA) Master Agreement; 2002 ISDA Master Agreement; account control agreements; administration agreements; admission agreements; clearing addenda; co-sale agreements; consent and voting agreements; cross-border registered and unregistered offerings; debt securities underwriting agreements; distribution agreements; dividend agreements; engagement letters; exchange and registration rights agreements; futures contracts; futures commission merchant (FCM) agreements; governance agreements; ISDA Credit Support Annex (CSA); ISDA Master Confirmation Agreement (MCA); investment agreements; investment management agreements; investment manager agreements; investors’ rights agreements; letter of intent (LOI); loan sale agreements; lockup agreements; (); pledge agreements; pricing agreements; post-merger rights agreements; proxy agreements; proxy statements; registration rights agreements; repurchase agreements; right of first refusal agreements; SEC Forms 6-K, 8-K, 10-K, 10-Q, 20-F, 40-F, S-8; shareholder’s agreements; shareholders’ voting agreements; stock ownership and registration rights agreements; subscription agreements; treasury management agreements; underwriting agreements; voting agreements; warrant registration rights agreements.

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• Typical capital markets tasks, such as: 1933 Securities Act Section 4(a)(2) – SEC Regulation D Rule 506(b) – placements of debt and equity-linked securities in both lead-underwriter-managed and co-managed transactions; 1934 Securities Exchange Act Section 16 compliance; asset-backed financing; asset-backed lending; asset-backed securities (ABS); best-execution obligations; broker-dealer obligations (such as best interest, disclosures, fair compensation, suitability); capital leases; catastrophe (CAT) bonds; closed-end funds; collateralized loan obligations (CLOs); commercial mortgage-backed securities (CMBS); Commodity Futures Trading Commission (CFTC) compliance; corporate debt; credit default swaps (CDSs); Emergency Economic Stimulus Act (EESA) compliance; exchange funds; exchange offers; forwards; futures; general bank lending; Jumpstart Our Business Startups (JOBS) Act compliance; loan sales; margin requirements; options; over-the-counter (OTC) derivatives; private and public debt and equity instruments; public company periodic reporting and disclosure; revolving lending; secondary market trading issues; settlement obligations; short position obligations; structured lending; syndicated lending; tender offers; term lending; Troubled Asset Repurchase Program (TARP) compliance; unit investment trusts; warehouse financing.

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• Experience with all phases of SEC Rule 144A convertible notes offerings, such as:organizational meetings;rafting and negotiation (such as: 144A Rider; accelerated share repurchase agreement; authentication order; board resolutions; Bylaws; Certificate of Good Standing; Certificate of Incorporation; closing checklist and documents; Committee on Uniform Securities Identification Procedures – CUSIP – documentation; confidential treatment request; confirmations; cross-receipt; denomination and registration letter; Depository Trust Company Blanket Letter Of Representations – DTC BLOR; description of notes; DTC letter of eligibility questionnaire; form of global note; indenture; issuer’s opinion to the trustee; lock‐up agreements; note hedge agreement; notes; management presentation; offering memorandum; officer’s indenture certificate; press releases; pricing committee resolutions; purchase agreement; purchase agreement Officer’s Certificate; Rule 10b-5 disclosure letter; Secretary’s Certificate; share repurchase documents; supplemental listing application for the exchange; term sheet; transfer agent instruction letter; trustee certificate; trustee incumbency certificate; warrant agreement); filing the 8-K, call spread documentation, indenture, launch and pricing press releases; legal support for business and financial due diligence; legal support (for: board approvals; establishment of the pricing committee as may be required under state law – such as under Delaware law; go/no-go call; New York Stock Exchange – NYSE – approval; pricing calls; obtaining required approvals and signatures; sales calls; wire transfers; opinion of the initial purchasers’ counsel; opinion of the issuer’s counsel with backup certificate); legend removal.

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• Experience with all phases of investment-grade note offerings, such as: board approvals (for: S-3 automatic shelf registration statement – ASR; debt offering; delegations to officers; establishment of the pricing committee); business, financial and legal due diligence; coordination and negotiations with ratings agencies; distribution of the prospectus; drafting and negotiation (such as: ASR; authentication order; base indenture; board resolutions; Bylaws; Certificate of Good Standing; Certificate of Incorporation; closing checklist and documentation; cross-receipt; CUSIP documentation; denomination and registration letter from the underwriters to the trustee; description of notes; DTC BLOR; DTC letter of eligibility questionnaire; form of global note; forms of opinion; incumbency certificate for the trustee; issuer’s counsel opinion for the trustee; issuer’s counsel Rule 10b-5 disclosure letter; management presentation; officers’ certificate for the indenture; officers’ certificate for the underwriting agreement; press releases; prospectus supplement; Secretary’s Certificate; supplemental indenture; term sheet; underwriting agreement); filing the SEC Form 8-K with the notes, SEC Rule 5.1 opinion of legal counsel concerning the securities to be registered, supplemental indenture; trustee’s certificate; underwriter’s counsel Rule 10b-5 disclosure letter; underwriter’s counsel opinion letter; underwriting agreement); legal support for calls (closing due diligence activities; go/no-go; pricing; sales; to the DTC to release the notes); legal support for strategic issuer decisions (such as: consents required to issue the notes; covenant terms that may limit the issuer’s ability to enter into sale‐leaseback transactions, grant liens on the issuer’s properties; determination of events of default – such as cross-default provisions, mandating that an issuer’s default on other indebtedness of the issuer above a specified amount becomes an event of default under the investment grade notes; failure to comply with covenants governing the issuer’s bankruptcy or insolvency; failure to pay interest or principal; determination of whether an issuer is eligible to use SEC Form S-3 because the issuer considered to be a well-known seasoned issuer – WKSI – or would be required to use an SEC Rule 144A offering structure; determination of whether the issuer can repurchase the notes at its option and at what price – either through a make-whole call by paying a specified make‐whole premium representing the discounted present value of remaining interest payments or through a par call at maturity at the face value of the notes after a specified date within a few months prior to maturity; maturity date and size of the offering; determination of whether the notes may require a put – requiring the issuer to repurchase the notes at the discretion of the investors after a specified date and at a specified price).

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• Ancillary capital markets tasks, such as: 1933 Securities Act compliance; 1934 Securities Exchange Act compliance, such as Section 16 filings (SEC Forms 3,4,5, Schedule 13D, Schedule 13G); 1940 Investment Advisers Act compliance; 1940 Investment Company Act compliance; anti-takeover defenses; antitrust; bankruptcy Chapters 7, 11 and 13 issues; blue sky compliance; board structure; broker-dealer compliance; C corporations; capital formation process; competition; compliance with European Union (EU) Directives and Regulations, such as the (EU) No. 596/2014compliance with the Financial Industry Regulatory Authority (FINRA) quoting and trade reporting mechanisms, such as the Trade Reporting and Compliance Engine (TRACE), the Alternative Display Facility (ADF), OTC Bulletin Board (OTCBB), OTC Reporting Facility (ORF) and Trade Reporting Facilities (TRFs), as well as trading-related fee structures, such as the Sections 3 Regulatory Transaction Fee (RTF), Section 13 Review Charge For Communications (RCFC) and the Trading Activity Fee (TAF); compliance with the United Kingdom (UK) Financial Conduct Authority (FCA); corporate governance; Covid-19 impact; crisis management; disclosure issues; Dodd-Frank compliance; emerging companies; Employee Retirement Income Security Act (ERISA) compliance; executive compensation; family office issues; Foreign Corrupt Practices Act (FCPA) compliance; going-private transactions; Gramm-Leach-Bliley (GLB) compliance; insider trading policies; intercreditor issues; investment advisors compliance; investment management compliance; joint ventures; Jumpstart Our Business Startups (JOBS) Act compliance; leveraged buyouts (LBOs); liability management; management buyouts (MBOs); mergers, acquisitions and divestitures (M&A); New Jersey Statutes Annotated (NJSA) Titles 40 and 40A – Municipalities and Counties; New York State Department of Financial Services (NYSDFS) compliance; online and self-directed customers; proxy access; risk factors memoranda; risk management; Sarbanes-Oxley (SOx) compliance; SEC compliance and reporting, such as Consolidated Audit Trail (CAT), Regulations A+, ATS, CF, D, FD, G, M, NMS, S, SCI and SHO, Tick Size Pilot program, Rules 3a-7, 12h-6, 15c2-11, 15c3-5 and 145; securities compliance; shareholder activism; shareholder engagement; shareholder proposals; startups.

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• Familiarity with capital markets-related software platforms, such as: Advantage Data; Bloomberg; Capital IQ; FactSet; Standard & Poor’s (S&P) Capital IQ; S&P Leveraged Commentary; Reuters Loan Pricing Connector; Thomson One.

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• Familiarity with filing required compliance documents and research through the SEC Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database system website.

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• Familiarity with the guidelines and publications of domestic and international industry trade groups, such as the Securities Industry and Financial Markets Association (SIFMA) and the (AFME).

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    Last updated 210421_0930