Proskauer's Capital Markets Group has extensive experience in all types of capital markets transactions, including both registered and exempt transactions. We represent domestic and foreign private issuers and underwriters in registered transactions and exempt Rule 144A, Regulation S and Regulation D transactions. We provide the full range of services required by our domestic and international clients to facilitate initial public offerings, follow-on offerings, investment-grade, convertible and high-yield debt offerings and real estate securities transactions.
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We bring a commitment to client service, an entrepreneurial and business-oriented philosophy and a reputation for excellence to our transactional work for our clients. We serve clients in capital markets transactions across a broad spectrum of industries, including apparel, beverages, chemicals, financial services, forest products, gaming, health care services, hospitality, life sciences, manufacturing, media, medical devices, pharmaceuticals, real estate, retail, sports and entertainment, telecommunications, technology and textiles, among others.
Our work for issuers seeking to access the capital markets for the first time begins with helping them to understand the process they are about to undertake and counseling them on pre-offering matters, such as corporate structuring, governance, take-over defense mechanisms, equity incentive arrangements and publicity. We work with both first-time and seasoned issuers in preparing offering materials and, in registered transactions, clearing the materials with the Securities and Exchange Commission. We negotiate the terms and conditions of underwriting agreements. We work with accountants to address sensitive accounting issues and develop creative solutions. We also advise and assist issuers in meeting their ongoing public reporting and corporate governance obligations, particularly Sarbanes-Oxley and listing-standard compliance.
For underwriters, our work includes a thorough due diligence investigation of the issuer and preparation and negotiation of lock-ups, underwriting agreements, comfort letters and related documentation, as well as participation in the preparation of the offering materials along with issuer's counsel. In addition, as underwriters' counsel, we assist in obtaining NASD clearance of the underwriting terms and conditions, including compensation. Finally, with the support of our Financial Services Group, we counsel underwriters on a variety of compliance issues that arise in the context of capital markets transactions.
We have extensive experience representing both issuers and initial purchasers in Rule 144A transactions, including offerings of investment-grade, convertible and high-yield debt. In these transactions, in addition to the preparation of offering materials, we assist in dealing with rating agencies, DTC and the indenture trustee, as well as prepare and negotiate lock-ups, purchase agreements, registration rights agreements and indentures. We also counsel debt issuers regarding their registration obligations and ongoing public reporting obligations, particularly Sarbanes-Oxley compliance obligations applicable to debt-only issuers.
Our firm has significant depth of experience in real estate securities transactions. We are uniquely qualified to assist issuers and underwriters in structuring and executing capital markets transactions involving real estate and lodging companies. This practice is supported by transactional tax attorneys who have significant expertise in structuring REITs and other real estate securities transactions.
Our Capital Markets Group is supported by the diverse expertise of other attorneys in our firm, allowing us to form interdisciplinary teams to support the most complex and time-sensitive transactions. We can draw from over 770 attorneys worldwide, with expertise in other areas of the law, including broker-dealer, intellectual property, health care, real estate, regulatory, tax, employee benefits and environmental.
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