Securities and Corporate Finance
Kleinberg Kaplan’s Securities and Corporate Finance Group integrates our securities, private investment fund, mergers & acquisitions, bankruptcy and litigation expertise to provide a wide range of services to our clients.
We assist our private investment fund clients and our other clients engaged in active securities trading with securities and compliance issues that arise in the context of such trading. Issues we frequently address include:
Private Placements and PIPES
We represent investors making private placement investments in the debt and equity securities of U.S. and foreign companies, both public and private. We craft structured debt, equity and derivative securities transactions to achieve issuer and investor goals. Our advice, review and drafting is based upon our extensive knowledge of the relevant tax, securities and corporate laws. In PIPE transactions, we represent investors purchasing simple common equity as well as complex convertible securities. Our experience covers private placement transactions in a broad variety of sectors including:
We provide legal representation for a variety of ISDA and non-ISDA documented derivatives such as credit default swaps (both single issuer and indices), total return swaps, equity swaps and interest rate swaps. In this capacity, we have reviewed and negotiated master agreement schedules, special annexes and confirmations from all leading U.S. and international dealers. We structure and draft derivatives to address issuer needs in a variety of contexts including achieving optimal tax, investment and regulatory consequences. We have also negotiated master repurchase agreements for our clients in connection with their repo trades.
We represent both buyers and sellers of distressed bank debt, bonds and trade claims, under LSTA and LMA documentation.
We have extensive experience in representing lenders who provide financing on a secured basis. We draft and negotiate loan and credit agreements, inter-creditor agreements, security agreements and UCC filings. We work directly with our bankruptcy and litigation groups to analyze potential default and workout scenarios and strategies to protect our clients’ interests.
Collateralized-Debt Obligations (“CDOs”)
We represent collateral managers and investors in connection with the structuring, offering and ongoing trading of CDO securities. We have advised clients with respect to both cash and synthetic CDO structures.