Thompson & Knight’s attorneys assist with all aspects of capital formation and are particularly adept at public offerings and private placements of debt and equity securities. We represent both issuers and underwriters in a variety of capital markets and securities matters, including initial public offerings, follow-on offerings, shelf registrations, Rule 144A offerings, Reg A+ offerings, and spin-off transactions.
The team’s “client service is 10 out of 10.” – Client Testimonial, Chambers USA 2019
We advise issuers and underwriters throughout the offering process, beginning with exemption analysis, pre-transaction planning, structuring, listing on stock exchanges, and due diligence. Our attorneys prepare and file registration statements, prospectuses, and other offering materials with the Securities and Exchange Commission as well as filings with FINRA. In addition, we advise our publicly traded clients on reporting and compliance requirements under federal and state securities laws.
Our attorneys have extensive experience in all aspects of the initial public offering and follow-on offering processes, including:
- Developing and implementing pre-offering restructurings,
- Attending to and implementing executive and employee benefit plans,
- Advising issuers about anti-takeover mechanisms,
- Conducting thorough due diligence reviews,
- Working with management and the underwriters to tell the company’s story effectively in the prospectus,
- Preparing the registration statements and stock exchange listing applications,
- Reviewing financial statement presentation requirements,
- Working with the Securities and Exchange Commission staff to respond to and clear comments,
- Negotiating the underwriting terms and conditions, and
- Coordinating the efforts of selling stockholders.
Private Placements and Rule 144A Offerings
We counsel clients seeking to raise funds through transactions exempt from the registration process, which are designed to access the capital markets more quickly than registered public offerings. Navigating exempt transactions can be a complicated process.
Rule 144A offerings are made only to qualified institutional purchasers, and are often comparable in size to public securities offerings. Yet these offerings can be accomplished without the need to navigate the SEC registration process. We counsel both domestic and foreign-domiciled clients that issue securities, both equity and debt, within the United States under Rule 144A and outside the United States under Reg S.
Thompson & Knight has represented issuers, purchasers, and domestic and foreign investment banks in all aspects of these alternatives to public offerings.
Securities Reporting and Compliance
We advise clients on Securities Act and Exchange Act compliance and the evolving governance requirements of the New York Stock Exchange, NASDAQ, and other securities markets, including with regard to:
- Periodic reporting under the Securities Exchange Act of 1934, including:
- Counsel on disclosure controls and procedures and internal control over financial reporting;
- Preparation and filing of periodic and other reports on Forms 10-K, 10-Q, 8-K, 20-F, and 11-K; and
- Various certifications required in connection with those filings.
- Preparation for annual meetings, including:
- Preparing proxy statements and annual reports; and
- Providing counsel regarding shareholder proposals.
- Advice to Boards of Directors and Committees regarding corporate governance matters, including:
- Analysis of director independence requirements;
- Preparation of committee charters and other corporate governance policies; and
- Ongoing general advice to Boards of Directors and Committees, including audit, compensation, nominating, risk, and special committees.
Named “Law Firm of the Year” in Natural Resources Law (2018) and in Oil & Gas Law (2011-2013, 2015, 2017) by U.S. News – Best Lawyers® “Best Law Firms”
Received a national first-tier ranking for Corporate Law in U.S. News-Best Lawyers® “Best Law Firms” 2019
- Represented Basic Energy Services in its $300 million offering of 10.75% senior secured notes due 2023
- Represented Chaparral Energy, Inc. in its $300 million offering of 8.75% senior unsecured notes due 2023
- Represented Pure Acquisition Corp., a special purpose acquisition company, in its $414 million initial public offering
- Represented Rex Energy Corporation in a $325 million senior notes offering; the 144A offering of 6.25% Senior Notes due 2022 was upsized from the previously announced $250 million aggregate principal amount
- Served as U.S. counsel to Source Energy Services in its IPO in Canada of approximately 16.7 million common shares at C$10.50 per common share for aggregate gross proceeds of approximately C$175 million as well as its 144A private offering in the United States
- Represented STEP Energy Services Ltd., a Calgary-based oilfield service company that provides specialized and fully integrated coiled tubing and fracturing solutions, in connection with its private 144A offering of securities in the United States, which was conducted concurrently with STEP’s Canadian initial public offering
- Represented Warren Resources, Inc. in its $300 million 144A offering of 9.00% Senior Notes due 2022
- Represented a Texas-based independent oil and gas company in its $220 million Rule 144A offering of senior unsecured notes, which was used to repay all outstanding borrowings on the company’s revolving credit facility and term loan, including amounts used to fund an acquisition of properties in the Eagle Ford Shale
- Represented Rex Energy Corporation in a $161 million offering of Depositary Shares, each representing a 1/100 interest in a 6.0% Convertible Perpetual Preferred Stock, Series A
- Served as U.S. counsel to Calgary-based Source Energy Services in its C$130 million high yield debt offering