Fox Rothschild’s skilled corporate and securities attorneys help clients accomplish their capital-raising needs utilizing a full range of public and private debt and equity transactions.

As part of a national law firm, our attorneys have extensive experience representing issuers, underwriters and agents in making efficient use of capital markets.

Transactions

We’re thorough, responsive and agile, able to pivot quickly to meet clients’ business needs and execute on time-sensitive transactions. Our capital markets experience covers all types of transactions, including:

• Initial public offerings (IPOs), secondary offerings and follow-on offerings.
• At-the-market (ATM) offerings
• Medium-term note offerings
• Convertible debt offerings
• Investment grade debt
• Equity-linked securities
• Private Investment in Public Equity (PIPE) offerings
• Regulation A+ offerings
• Rights offerings
• Registered direct offerings
• Private placements
• Debt repurchases, exchanges and tender offers
• American Depository Receipt (ADR) offerings

Regulatory Compliance

We stay ahead of rapidly evolving securities laws, regulations and registration requirements so clients can focus on their core business. In addition to preparing registration statements, quarterly reports other standard SEC filings, we have a proven record representing clients in a wide range of related matters, including:

• Consent solicitations
• Shelf registration statements
• Well-known seasoned issuers (WKSI)
• State Blue Sky Laws
• NYSE and NASDAQ
• Financial Industry Regulatory Authority (FINRA)
• Covenant negotiations

Market Insight

We’re more than compliance advisors. Fox attorneys apply their nuanced market knowledge and extensive contacts to connect clients with financing opportunities and advise them on growth options. We provide critical insight on regional, national and international securities markets to clients spanning a wide range of industries including:

• REIT
• High tech
• Biotech, pharmaceuticals and life sciences
• Telecommunications
• Manufacturing
• Energy
• Health care
• Transportation
• Hospitality
• Insurance
• Entertainment

Representative Transactions

• Represented EnteroMedics Inc. in a $20 million underwritten public offering of preferred stock and warrants.
• Represented Craig-Hallum Capital Corp. as underwriters counsel in $19.5 million underwritten public offering of common stock by Streamline Health Solutions, Inc.
• Represented Kips Bay Medical, Inc. in a $4.25 million underwritten public offering of common stock.
• Represented Entellus Medical, Inc. as co-counsel in $60 million common stock primary and secondary public offering.
• Represented Wright Medical Group N.V. as co-counsel in $113 million common stock secondary public offering.
• Completed numerous PIPE deals for BIO-key over past 3 years totaling $32 million involving common stock, common stock with warrants and convertible preferred stock.
• Served as U.S. counsel to Clinigen, specialty global pharmaceutical and services business, in the £135 million UK initial public offering.
• Completed $16 million PIPE for Southwest Casino Corporation.
• Served as secondary public offering lead counsel for securities offerings by Select Comfort Corporation.
• Served as IPO lead counsel for securities offerings by Select Comfort Corporation
• Completed issuance of $125 million in long-term unsecured notes for The Toro Company.
• Closed $75 million initial public offering and $17.4 million secondary public offering, including company shares and selling shareholder shares, for Fargo Electronics, Inc.
• Completed issuance of $150 million in senior subordinated notes for Merrill Corporation.
• Represented Credit Suisse First Boston in $200 million medium-term not offering by Jostens, Inc.
• Completed $4 million convertible subordinated debentures for Paper Warehouse, Inc.
• Represented Dain Bosworth in $13 million initial public offering by Paper Warehouse, Inc.
• Represented Dain Bosworth in $15 million secondary public offering by BNCCorp.
• Closed $61 million and $202 million secondary public offerings for ev3 Inc. involving selling shareholder shares.
• Completed S-1 filing for a security software and services company.
• Completed S-1 filing for a processing and supplier of industrial sands for the oil and gas industry.
• Completed S-1 filing for a healthcare information technology solution provider in its initial public offering of 4.08 million shares of common stock at $5 per share.
• Completed S-1 filing for a water treatment and oil field services company.
• Completed S-3 filing for a third-party logistics and multimodal transportation services company in an underwritten public offering of approximately $51,750,000, consisting of an aggregate of 7.7 million shares of its common stock at $6.75 per share.
• Completed S-4 filing for a video management software designer and manufacturer.
• Completed IPO for a Nasdaq-listed medical billing company.
• Completed S-4 filing for a pollution control equipment manufacturer.
• Complete S-3 filing for a generic pharmaceutical product manufacturer and distributor.
• Represented a hospitality and vacation ownership company in connection with its $217 million initial public offering and associated corporate restructuring.
• Represented a global reinsurance company in its IPO.
• Served as former general counsel of a large multinational company who led their listing on the NYSE through an IPO.
• Served as advisor for over 20 different publicly traded REITs in connection with formation transactions, IPO’s, secondary offerings of equity, debt securities and hybrid derivative instruments and public merger transactions, requiring more than 170 separate filings with the Securities and Exchange Commission, including the largest single paper filing in the commission’s history.