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Bracewell ranks among the nation’s leaders in representing issuers, underwriters and sellers in all varieties of U.S. and international capital markets securities offerings. Each year, we facilitate billions of dollars in public and Rule 144A offerings, as well as offerings of equity and debt securities of foreign private-sector and governmental issuers. Our attorneys also have broad experience in both U.S. and foreign accounting standards relating to the treatment of securities.

We regularly assist clients in financings that total between $5 billion and $10 billion annually. We also assist emerging growth and development stage companies in financings of less than $100,000. With this broad experience, we provide guidance throughout the due diligence and regulatory approval processes, completing offerings on time and cost efficiently.

We help clients prepare and assess shelf registrations for various types of equity, debt and convertible securities, trust preferred securities, medium-term note programs, and in takedowns from those shelf registrations. We also provide guidance on secondary offerings and registered offerings by smaller or less-seasoned public companies that do not qualify for shelf registration.

Clients come to us from a wide variety of industries, including energy, chemicals, telecommunications, biotechnology, Internet and e-commerce, manufacturing, and banking and financial services.  Likewise, we draw on the experience of colleagues throughout the firm to help clients resolve all forms of tax, regulatory and accounting issues.

Our attorneys have significant history in the development of innovative securities structures and techniques. These include trust-preferred, convertible and hybrid offerings incorporating unique, complex features. Our high-yield debt experience includes registered exchange offers as well as Rule 144A and Regulation S offerings.

Initial Public Offerings

Bracewell has significant experience representing emerging companies, large companies in the process of going public, and underwriters at each step of an initial public offering. We counsel clients with regard to pre-offering publicity, appropriate governance structure, preparing the prospectus and registration statement, negotiating underwriting terms and conditions, and coordinating the participation of selling stockholders in the transaction. We work with the SEC to ensure effectiveness of the registration statement, and counsel clients regarding possible pre-offering corporate reorganizations and the evaluation of anti-takeover options. We are experienced in executive compensation matters and assist in the design and documentation of officer and director option plans and other equity participation agreements.  

Secondary Public Offerings

We assist publicly traded companies in secondary offerings of a range of equity securities, including standard common stock, preferred stock and other securities, such as perpetual preferred stock, DARTS, MMPs, depository shares and various types of convertible securities. On behalf of investment managers, issuers, underwriters, placement agents, trustees, purchasers, remarketing agents, investors, credit enhancers and other parties, we negotiate a variety of complex structured and securitized products. These products include collateralized debt obligations, synthetic collateralized loan and bond obligations, and the securitization of asset-backed securities, mortgage-backed securities, high-yield loans and bonds, investment-grade corporate debt, credit default swaps and interests in hedge funds.

Private Placements

Bracewell represents banks and other financial institutions, private equity funds, venture capital funds, pension funds, hedge funds, mezzanine fund investors, foundations and high net worth individuals in a wide range of private-placement securities transactions. In addition, we assist clients in leveraged buyouts, venture capital financing and a variety of portfolio investments. Our corporate and tax attorneys provide advice and documentation services on matters ranging from tax planning and control issues to implementing appropriate governance provisions and exit strategies.