market wise

We regularly counsel clients on all types of equity offerings to successfully address their capital raising needs, including offerings of common shares, preferred stock, rights and warrants, and other equity-linked securities and equity derivatives transactions.  We assist companies, investment banks and other financial intermediaries on the full range of registered public offerings, private placements, Rule 144A, Reg S, Reg A, Reg A+ and other transactions.

Dorsey’s breadth of experience with equity offerings includes:

• IPOs
• Secondary and follow-on offerings
• At-the-market (ATM) programs 
• Private investments in public equity (PIPEs)
• Registered direct offerings
• Equity-linked securities offerings, including convertible and exchangeable bonds and preferred stock
• Rights and warrants offerings, repricings and exchanges
• Exchange and tender offers
• Debt/equity swaps
• Equity derivative transactions
• American Depositary Receipts (ADRs)

Our team provides client-focused legal services across all aspects of initial public offerings.  We guide our clients to a successful public debut with practical experience in navigating applicable securities laws and regulations and the exchange listing process, as well as the important tax, executive compensation, corporate governance and business matters that inevitably arise during the IPO process.  IPOs require exceptional expertise in many cross-practice disciplines, and our Capital Markets team works seamlessly with Dorsey lawyers who are proficient in industry, regulatory and compliance issues, and who span the full range of subject matter expertise from real estate to intellectual property. 

Companies contemplating an IPO also value our experience in helping them seamlessly and successfully manage the requirements of being a public company, including ongoing SEC reporting obligations, stock exchange requirements and corporate governance matters.  Our highly experienced Corporate Governance & Compliance team is dedicated to public company representation, and they routinely and expertly handle the entire array of issues affecting public companies.

Check out our guide that provides a comparative regulatory overview for companies which are considering listing equity securities on one or more of the principal markets in New York, London or Hong Kong in connection with an initial public offering.

We regularly counsel clients on a wide range of debt products to successfully address their capital raising needs.  We assist companies, investment banks and other financial intermediaries on the full range of registered public offerings, private placements, Rule 144A, Reg S and other transactions. We typically counsel clients on dozens of significant debt capital markets transactions valued at several billion dollars in total every year. 

Dorsey’s breadth of experience with debt offerings includes:

• Investment grade debt
• High-yield debt
• Secured debt
• Senior and subordinated debt 
• Convertible and exchangeable debt
• Medium-term notes
• Eurobond offerings
• Mezzanine financing
• Balance sheet restructurings
• Exchange and tender offers
• Debt/equity swaps

We advise clients in a variety of industries on their public and private high-yield debt offerings, including refinancings, acquisition financing, leveraged recapitalizations and bridge financing.  Our team has deep expertise in the whole range of issues that can arise when structuring and executing debt offerings in the high-yield market, including negotiating complex covenant packages and handling subordination, security and intercreditor issues. 

Dorsey’s high-yield finance lawyers regularly handle:

• New financing and refinancing of outstanding debt
• Bridge to high-yield financings in connection with acquisitions and other transactions
• High-yield components of restructurings 
• Structured debt transactions
• Balance sheet management transactions for high-yield debt securities and recapitalizations, including exchange offers, tender offers and consent solicitations
• Complex high-yield structuring and covenant issues
• Related disclosure issues

Dorsey has one of the largest and most well-regarded U.S.-Canada cross-border practices in the United States.  We don’t seek to compete with Canadian law firms.  Instead, we partner collaboratively with clients and their Canadian counsel to provide seamless cross-border legal services.

Dorsey’s Canadian capital markets team represents a broad range of Canadian-based clients, from emerging businesses to some of Canada’s largest public companies, seeking to raise capital in the United States.  We also represent U.S.-based clients in financing transactions in Canada.  Companies, investment banks and other financial intermediaries rely on Dorsey’s broad financial products knowledge and depth of transaction experience for the full range of equity, debt any hybrid securities offerings.  Dorsey is a leader in acting as Principal American Liaison (PAL) for Canadian companies with securities quoted on the OTCQX, a platform by which qualified companies gain access to U.S. liquidity without the registration and reporting requirements of the SEC.  We also represent U.S. companies listed on the TSX, TSX-V, and CSE. 

Read more here: Canada Practice

Additional Resources: 

• Guide to Listing on the Canadian Securities Exchange
• Cross-Border Counselor Blog

With decades of private equity experience, we take a practical and creative approach to structuring and completing each transaction, focusing on the solutions needed to help clients accomplish their goals.  We also guide private equity sponsors on compliance matters and with the management and operations of their portfolio companies.

Financial sponsors (buyout funds, mezzanine funds, hedge funds, banks, pension funds, funds of funds, family offices and high net worth individuals), their portfolio companies, management groups, lenders, financial advisors and other parties count on us for their private equity-related needs.  Our broad range of private equity experience includes:

• Fund formation, investments, compliance and advisory
• M&A/portfolio investments 
• Equity financings 
• Mezzanine financings
• Leveraged buyouts
• Recapitalizations
• Distressed investment scenarios 
• Portfolio company management and representation

Read more here: Private Equity Practice

Dorsey lawyers have been involved in securitization from its inception and have represented all categories of participants – issuers, borrowers, trustees, warehouse lenders, investors, credit enhancers and underwriters.  We handled a number of “first of its kind” securitizations, including the first net interest margin securitization, the first Section 150(d)(3) student loan securitization, the first securitization of commodities, one of the first securitizations of tax-exempt leases and the first securitization of destroyed notes.

We also represent clients in a variety of financings that use securitization techniques, including warehouse arrangements, trade receivables financings and loan participation sales.  With our breadth of expertise, we also help clients understand and negotiate swaps and derivatives employed in connection with securitizations and similar financings.

Read more here: Securitization Practice

To address their hedging and financing needs, clients turn to our Derivatives practice team for in-depth legal and strategic advice on the structuring and execution of all types of complex and innovative derivatives transactions, including equity, fixed income, FX and commodity derivatives.

Our Derivatives lawyers work seamlessly with colleagues in bank finance, investment management, private equity, strategic M&A and tax to advise on transactions, including:

• Interest rate swaps, caps, floors and forward-starting rate hedges
• Currency forwards, swaps and options
• Commodity swaps, forwards, options and collars (oil and gas, power, gold)
• Deal-contingent hedges against rate or price risks
• OTC hedging and monetization transactions involving forwards, options, collars and total return swaps
• Structured issuer share repurchases (accelerated share repurchases, forward share repurchases, issuer puts, collars)
• Issuer call spreads and capped calls 
• Structured financing transactions (swaps, forwards or options linked to equity securities and convertible securities)

Dorsey has extensive experience in all aspects of project development and finance, covering numerous industries and serving a wide range of clients domestically and internationally.  Our experience includes projects with investor-owned utilities, independent power producers, cooperatives, large industrial companies, banks, governmental agencies, private companies and others. 

We combine our extensive experience with evolving financing techniques, our in-depth knowledge of the public-private partnership development model and our keen understanding of real estate, land use, construction and design, and environmental matters.  Our interdisciplinary teams contribute significantly to a project’s success, from the initial stages of the project through funding, completion and operation.

Read more here: Project Development & Finance