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Cadwalader counsels leading public and private companies in structuring, documenting and negotiating the public and private placement of all forms of debt and equity securities, including:
- Initial public offerings
- Exchanges and secondary offerings
- Private placements of equity and debt securities, including those involving foreign and domestic purchasers and issuers, venture capital transactions, and Regulation S and Rule 144A transactions
- Workouts of senior and subordinated debt
- Convertible debt and equity securities
- High yield debt financings
- Commercial paper in the U.S. and Eurodollar markets
- Hybrid securities
We also represent significant financial institutions, including banks, brokerage houses, insurance companies, pension funds, venture capital funds, private equity funds, and hedge funds, in their capacities as underwriters or investors, introducing them to possible lenders and underwriters as appropriate.
In addition to domestic offerings, Cadwalader works in conjunction with UK qualified solicitors in our London office to handle Rule 144A placements, Regulation S offerings and international securities offerings, including those with significant U.S. tranches.
Seed, Angel, Mezzanine and Venture Capital Financings: With significant expertise in representing start-up ventures, we also represent the venture capital and investment institutions, strategic investors, and individuals that finance such ventures in in seed, angel, mezzanine, and venture capital financings. A principal component of this practice involves the representation of hedge funds - both domestic and offshore, leveraged and unleveraged, and those formed to invest in distressed debt and troubled companies.
Public Offerings: The firm has significant expertise in bringing first-time issuers public, including small businesses and those involved in newly-emerging industries. This initial representation frequently continues as our corporate attorneys act as outside general counsel, overseeing complicated federal and state disclosure and filing requirements, and counseling on a broad range of business, commercial and governance matters. We also offer advice in secondary offerings, especially recapitalizations, and refinancings of senior and subordinated debt. Our recapitalizations have frequently involved Rule 144A offerings followed by public exchange offers - a technique Cadwalader has used on behalf of formerly public Fortune 500 companies that recapitalize using Rule 144A placements of high yield debt in contemplation of subsequent public offerings.
Hybrid Securities: Cadwalader is a leader in developing hybrid securities that are treated as indebtedness for tax purposes and qualify as "tier 1 capital" for bank regulatory purposes and for partial equity treatment by the rating agencies, having handled the first such transaction in the marketplace. Cadwalader's lawyers offer our clients the ability to structure similar innovative hybrid offerings customized to specific requirements.
High-Yield Financing Transactions: We also provide clients with expertise in raising funds for operational and transactional purposes through the issuance of investment grade bonds and high yield, non-investment grade bonds that carry a higher yield than investment grade bonds to reflect additional default risk.
