The attorneys in Venable’s corporate finance and securities practice assist clients in capital markets transactions of all types, including:

• IPOs/Follow-on offerings;
• mezzanine debt;
• corporate bond offerings;
• private equity/debt;
• 144A transactions;
• venture finance; and
• at-the-market offerings, registered direct offerings and PIPES.

Venable has a long history of representing underwriters, as well as companies accessing capital markets. Our attorneys also counsel companies on Securities and Exchange Commission (SEC) and exchange compliance, including periodic reporting and corporate governance matters.

“...this ‘phenomenal corporate practice’ is renowned for its team of excellent professionals.”
— Chambers USA

COMPLETE COVERAGE OF CORPORATE FINANCE AND SECURITIES ISSUES

Advice to public companies on navigating SEC and other regulations.

Our corporate finance and securities attorneys advise public companies in day-to-day SEC compliance and reporting requirements, proxy matters, takeover defenses, exchange rules, matters of corporate governance and fiduciary duties, as well as Sarbanes-Oxley requirements.

A seamless team, dedicated to meeting the particular needs of each client.

We integrate Venable’s vast resources—in employee benefits, intellectual property, government contracts, tax and other areas—in client teams that are ready to assist when the client is ready to act. For example, our corporate finance and securities attorneys work closely with our mergers and acquisition attorneys in integrated teams that handle complex mergers of public companies.

REPRESENTATIVE EXPERIENCE

Private Placements

• Venable has represented both public and private issuers in a variety of capital raising transactions.

Public Offerings

• Venable has represented underwriters in a variety of public offerings of common stock, preferred stock and debt.
• Venable recently represented a public issuer in connection with a committed equity facility financing.
• We represented an issuer in multiple transactions for a mortgage REIT, including a $60 million common stock offering, three preferred stock offerings for a total of $140 million, and a $100 million bond offering.

144A Transactions

• Venable represented the borrower in a music publishing transaction including a $330 million 144A transaction and a senior and subordinated financing of $70 million. This matter involved sophisticated, multi-tiered financing in the face of a workout, and several offices of the firm were involved.
• We represented a bank in a $300 million “Exxon Capital” offering (initial 144A offering followed by exchange for public notes).

Mezzanine Debt

• Venable represented two private equity funds in a mezzanine investment in a national alarm monitoring service company to fund part of an acquisition. The private equity funds focus on mezzanine and equity investments for middle market companies and are managed by an SBIC.

Private Equity

• We represented a private equity fund in its investment in an acquisition vehicle formed to purchase the assets of a publicly traded residential abatement contractor. The fund makes mezzanine investments in acquisitions, management buyouts and recapitalizations ranging from $10 million to $100 million and business expansion investments ranging from $3 million to $15 million.
• Venable represented a group of four private equity investors that provided $19 million in financing for an acquisition vehicle that acquired the assets of a natural gas management services company in the Southeast and Mid-Atlantic regions of the U.S.

Venture Finance

• We represented a provider of business management software and services in raising a significant amount of additional capital through a sale of preferred stock to a major new venture capital investor. Existing venture capital investors also participated as co-investors. The terms and amount of capital raised were not disclosed.
• Venable represented a provider of online direct marketing services in:
  • $4,000,000 Series C convertible preferred stock;
  • $10,600,000 Series D convertible preferred stock; and
  • $22,600,000 Series E convertible preferred stock.

Venable represents clients in a variety of industries, including financial services, technology and life sciences. We help companies ranging from start-ups to seasoned public issuers raise capital in public and private equity and debt financings. We also provide counsel in ongoing corporate matters.