Securities
"We appreciate their ability to analyze, organize, coordinate and consummate a complex transaction and make it happen."
- CHAMBERS USA source
Bilzin Sumberg’s Corporate Group serves as a trusted legal advisor to public and private companies, domestically and internationally, in connection with securities offerings and securities law and regulatory compliance matters. Our team represents public and private issuers, underwriters, private equity funds, placement agents, venture capital firms and other types of investors and issuers on a broad range of capital raising transactions, from the first round of financing to initial public offering and beyond.
Our Securities services include, among others:
- Documenting and negotiating documentation for private placement financing transactions with friends and family, angel, seed, venture capital and private equity investors
- Assisting companies with Regulation D and Rule 506 private placements
- Advising clients on primary offerings, secondary offerings, follow-on offerings, stock repurchase programs, self-tender offers, high-yield debt offerings and convertible debt offerings
- Counseling clients on the myriad issues involved with securities offerings, including SEC reporting requirements, proxy and consent solicitations, general disclosure compliance, tender and exchange offers and director and officer indemnification issues
- Reviewing and advising issuers on SEC filings, including proxy statements and periodic reports
- Reviewing and advising directors, officers and investors on Section 16, Section 13, and Rule 144
- Reviewing external communications materials with respect to non-GAAP financial measures and for possible Regulation FD implications
- Creating private funds and the relevant documentation for their private securities offerings, including private placement memoranda, subscription agreements and side letters
- Acting as outside general counsel to private equity and venture capital firms during their formation and also in connection with portfolio investments and divestiture transactions
EXPERIENCE
Representation of a special purpose acquisition company (SPAC) in a $2 billion reverse takeover transaction that saw the SPAC merge with a private equity-backed producer of firefighting chemicals. Advised client on relatedreorganization matters, corporate governance, and shareholder agreements.
Structured and negotiated acquisitions of Risk Retention Interests through a multi-billion dollar series of transactions subject to the U.S. Risk Retention Rule under Dodd-Frank, a new and complex securities rule developed to help reduce systemic financial risks. To finance certain of the acquisitio...
Representation of an investment firm in the preparation and negotiation of a profit-sharing agreement with Bank of Montreal in connection with the origination and subsequent securitization of a $450 million mortgage loan.
Representation of real estate investment fund manager in obtaining two subscription revolving credit facilities for new investment funds. The credit facilities, which total $450 million, will be used to facilitate nationwide investments in real estate and real estate-backed securities.
Representation of Leon Medical Centers Health Plans, Inc. ("LMCHP"), and its stockholders in connection with the acquisition by HealthSpring, Inc. (NYSE: HC), of all of the outstanding capital stock of privately-held LMCHP for $405 million in cash and HealthSpring stock. We also negotiated a 15-year...
Served as Florida Legal Advisor to the Special Committee of the Board of Directors of China Fire & Security Group, Inc., (Nasdaq: CFSG), a Florida NASDAQ Stock Market company and a leading total solution provider of industrial fire protection systems in China. The representation was in connectio...
INSIGHTS
President Trump has signed an Executive Order that is set to fundamentally transform the regulatory environment for cryptocurrencies (“Strengthening American Leadership in Digital Financial Technology”). The order has the potential to provide unprecedented opportunities to individual inv...
Corporate & Finance Practice Group Leader David Seifer has been recognized as a Highly Regarded Lawyer in Florida by International Financial Law Review 1000 (IFLR1000). Listed under the “Capital Markets: Equity” and “M&A” category, this is the seventh consecutive year...
Half of Bilzin Sumberg's partners have been recognized in the 2025 edition of The Best Lawyers in America©.
David Seifer has been recognized as a Highly Regarded Lawyer in Florida by International Financial Law Review 1000 (IFLR1000). Listed under the “Capital Markets: Equity” and “M&A” category, this is the sixth consecutive year David has been honored in the IFLR1000 rankings...
Half of the firm's partners were recognized in the 2024 edition ofThe Best Lawyers in America©.
As Florida continues its robust economic expansion and capital is deployed throughout the state in a diverse range of sectors, law firm Bilzin Sumberg has expanded its Corporate & Finance practice to keep pace with demand for its services.
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