Securities and Corporate Finance
Kleinberg Kaplan is renowned for providing robust securities and corporate finance advice in a high-partner contact, boutique firm context.
Our tight-knit, collaborative teams integrate the firm’s securities, private investment fund, mergers & acquisitions, bankruptcy and litigation practitioners to provide the widest possible range of services to our clients.
Collateralized-Debt Obligations—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.
Distressed Debt Trading—We represent both buyers and sellers of distressed bank debt, bonds, and trade claims under LSTA and LMA documentation.
Equity and Debt Offerings—We represent U.S. and international issuers, underwriters, initial purchasers and placement agents in all types of securities offerings involving equity, debt and hybrid products, including registered public offerings, Rule 144A offerings, Regulation S offerings and private placements.
Private Placements—We represent investors making private placement investments in the debt and equity securities of U.S. and foreign companies, both public and private. We develop structured debt, equity and derivative securities transactions to achieve issuer and investor goals. Our advice, review and drafting are based upon our extensive knowledge of the relevant tax, securities and corporate laws.
PIPES—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: biotech, mining and energy (including many Canadian mining and energy companies), pharmaceuticals, real estate, software and telecom.
Secured Financings—We represent lenders who provide financing on a secured basis, drafting and negotiating 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.
Trading Issues and Questions—We represent private investment funds and 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:
- Evaluating potential trading restrictions and insider trading issues
- Compliance with the short sale rules and Regulation M
- Structuring securities and transactions intended to hedge the risk of securities ownership
- Rule 144, Rule 144A and Regulation S issues
- Schedule 13D, Schedule 13G and Section 16 filings and compliance, including “group” issues for filers
- Bankruptcy considerations
- Information barriers
Underwritings—We represent firms engaged in underwriting public equity offerings, including “at the market” offerings and other non-traditional underwriting arrangements.