Covington has a leading securities practice advising clients on US and international securities offerings. We represent foreign and domestic companies, underwriters, placement agents, funds, and other investors in all aspects of US and UK securities transactions and related corporate finance. Our clients are active in all stages of capital formation and asset management.
Our lawyers are accomplished in a wide array of transactional matters and familiar with SEC and, in the United Kingdom, FSA and Takeover Panel practices and procedures. We have experience in the New York and European public markets and up-to-date knowledge of trends in venture capital and other private equity financing. In Europe, we have expertise with listings on the London Stock Exchange, Alternative Investment Market (AIM), and Euronext listings. We integrate our transactional experience with our regulatory, intellectual property, trade, and competition law expertise.
Our securities attorneys have worked on transactions for issuers, financial advisors, and investors, including hedge funds, involving public and private issuances of equity, debt and convertible instruments, as well as equity derivative transactions and transactions involving acquisitions and disposition of businesses and assets. We are good at complex transactions and can deploy resources quickly to meet client demands and market dictates. Recent matters include the following:
- initial public offerings;
- shelf registrations for large accelerated filers;
- investment grade debt offerings;
- private placements and Rule 144A/Regulation S offerings;
- derivative and asset-backed securities issuances;
- spin-offs;
- tender offers;
- “going-private” transactions;
- proxy contests; and
- issuer repurchase program.
Representative Matters
- Acorda Therapeutics, Inc. in its $36.5 million initial public offering.
- Baltic Oil Terminals PLC in its £31.4 million IPO on the London Stock Exchange's Alternative Investment Market (AIM) and in its £8.5 million placement of ordinary shares on AIM.
- Charlesbank Capital Partners LLC in a $110 million offering of high yield notes by its portfolio company, GSI Group.
- Delmarva Power & Light Company in its $99.6 million issuance of 5.0% Senior Notes due 2015.
- Galapagos NV, a Belgian company listed on Euronext, on its successful public takeover of BioFocus plc, a UK AIM-listed company. This was the first-ever share exchange using a prospectus under the Prospectus Directive (which came into force on July 1, 2005), and was combined with a simultaneous listing of Galapagos shares on AIM.
- JLG Industries, Inc. in its $126.3 million offering of five million common shares.
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