Matters
Capital Markets
Selected capital markets transactions in which Polsinelli’s Securities & Corporate Finance lawyers have played a leading role include the following:
- Represented a clinical-stage biopharmaceutical company in its $71.2 million PIPE transaction; its successful “uplisting” to Nasdaq; its $78.2 million follow-up public offering; and its $100 million “at-the-market” offering program.
- Represented a white label beverage producer in its successful “uplisting” to Nasdaq; its underwritten public offering of common stock; its registered direct offering of common stock; multiple equity offerings pursuant to exemptions from registration; and its “at-the-market” offering program.
- Represented a Nasdaq-listed bank holding company in its $100 million underwritten public offering of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030.
- Represented a Nasdaq-listed manufacturing company in its $500 million Rule 144A offering of 4.000% senior notes due 2029.
- Represented a Nasdaq-listed technology company focused on the car sharing and ride sharing marketplace in its $29.7 million underwritten common stock offering.
- Represented an NYSE American-listed issuer in its $40 million “at-the-market” offering.
- Represented an NYSE American-listed issuer in its $75 million “at-the-market” offering.
- Represented an NYSE-listed midstream energy company in its $500 million “at-the-market” offering.
- Represented an NYSE-listed natural gas gathering and transporting company in its $80 million underwritten common equity offering.
- Represented an NYSE-listed natural gas and natural gas liquids midstream company in its $100 million “at-the-market” offering.
- Represented a bank holding company in its initial public offering of $170 million of common stock and listing on Nasdaq.
- Represented a retailer of natural and organic groceries and dietary supplements in its initial public offering of $123 million of common stock and listing on the New York Stock Exchange.
- Represented a NYSE-listed issuer in its $72 million public offering of common stock.
- Represented a Nasdaq-listed issuer in its $73 million public offering of common stock.
- Represented a Nasdaq-listed issuer in $45 million public offering.
- Represented a NYSE-listed issuer in its $30 million draw down public offering.
- Represented a Nasdaq-listed issuer in its $375 million Rule 144A/Reg. S offering of senior unsecured notes.
- Represented a Nasdaq-listed issuer in the $158.7 million secondary public offering of common stock by a selling stockholder.
- Represented a Nasdaq-listed issuer in its $250 million Rule 144A/Reg. S offering of second-lien senior secured notes.
- Represented an NYSE-listed issuer in its $150 million Rule 144A offering of convertible senior notes.
- Represented a Nasdaq-listed issuer in its $92 million public offering of common stock and its Rule 144A/Regulation S offering of $80 million of debt securities.
- Represented a NYSE-listed lodging REIT in multiple Rule 144A offerings of secured and unsecured senior notes and related tender offers.
- Represented a NYSE-listed lodging REIT in registered public offerings of common stock and preferred stock.
- Represented a NYSE-listed company its $250 million Rule 144A offering of convertible senior subordinated notes and subsequent registration of notes for resale on Form S-3.
- Represented a NYSE-listed issuer in its $100 million Rule 144A offering of senior subordinated notes.
- Represented a NYSE-listed issuer in its $120 million Rule 144A offering of convertible senior subordinated notes.
- Represented a private label manufacturing and distribution company in its IPO and follow on offering of common stock and listing on NYSE.
- Represented a Nasdaq-listed issuer in a $125 million Rule 144A offering.
- Counseled the underwriters in the $253.4 million initial public offering of a lodging REIT focused on upscale and upper midscale hotels; its $50 million offering of Series A cumulative redeemable preferred shares; its $112.5 million follow-on offering; its $75 million offering of Series B cumulative redeemable preferred shares; its $155.3 million follow-on offering; its $85 million offering of Series C cumulative redeemable preferred shares; and its $158.7 million follow-on offering.
- Represented a mall-based specialty retailer in its $175 million Rule 144A offering of senior secured high yield notes and the Rule 144A offering by its parent company of $165 million of senior PIK toggle notes.
- Advised a leading NYSE-listed self-storage REIT in connection with 11 public offerings of depositary shares representing interests in its serial cumulative redeemable preferred shares having an aggregate offering price of more than $3.5 billion, and a secondary offering by a related party of approximately $105 million of common shares.
- Advised a NYSE-listed REIT specializing in leasing commercial, multi-tenant, flex, office and industrial space in connection with offerings of depositary shares representing interests in its serial cumulative redeemable preferred stock.
- Represented a specialized commercial finance company on its $340 million initial public offering and more than $2.5 billion of subsequent securities offerings, including its $300 million offering of senior secured high yield notes; approximately $800 million of convertible debt offerings; and seven placements of trust preferred securities for more than $400 million of proceeds.
- Counseled the sales agents in the $175 million “at-the-market” offering by a NYSE-listed self-storage REIT.
Strategic Transactions
Selected strategic transaction engagements in which Polsinelli’s Securities & Corporate Finance lawyers have played a leading role include the following:
- Represented Nasdaq-listed healthcare company in its $425 million acquisition of durable medical equipment supplier of diabetic monitoring and testing supplies; its $115 million acquisition of durable medical equipment supplier of continuous glucose monitoring systems and diabetes supplies; its $38 million acquisition of durable medical equipment supplier of treatments for respiratory diseases and CPAP; its $30 million acquisition of durable medical equipment supplier for the treatment of diabetes; and its $25 million acquisition of durable medical equipment supplier designed for the treatment of sleep apnea.
- Represented NYSE-listed money movement and payment services company in its acquisition of a strategic division from another NYSE-listed technology company in the global payments industry.
- Represented a NYSE-American listed company focused on the manufacturing of hybrid motors in its $100 million transaction to a privately owned multi-national company.
- Served as U.S. securities counsel to NYSE-American and Toronto Stock Exchange listed company in its $24 million sale of its joint venture interest in a mineral exploration project and in its subsequent acquisition of a publicly listed Canadian corporation through a merger transaction.
- Represented a Nasdaq-listed company in its $775 million acquisition of a private equity sponsored company.
- Represented a Nasdaq-listed company in its cross-border sale to a strategic buyer.
- Represented FelCor Lodging Trust in its acquisition by RLJ Lodging Trust.
- Represented an NYSE listed company in its $480 million acquisition of operational assets and regional customer segment from another NYSE-listed company.
- Represented a leading self-storage REIT in its SEC-registered re-domestication as a Maryland real estate investment trust and in its SEC-registered acquisition of approximately $100 million of limited partnership interests in various joint venture affiliates.
- Advised a joint venture comprised of U.S. private equity fund and Chinese conglomerate in its acquisition of a NYSE-listed hospitality company with an aggregate transaction value of approximately $600 million.
- Advised Highland Hospitality Corporation in its approximately $2 billion sale to a private equity buyer.
- Counseled a specialty commercial finance company in various strategic transaction efforts, including its pre-IPO reorganization; its conversion to a REIT and related special dividend of cumulative earnings and profits; its acquisition and securitized financing of approximately $250 million of senior living facilities; its proposed disposition of its senior living business through a $345 million carve-out IPO; and various issuer tender offers and consent solicitations relating to its debt securities.
- Represented a Nasdaq-listed company in its $850 million sale to a NYSE-listed company.
- Represented a NYSE-listed company in its $2.4 billion sale to an NYSE listed company, including preparation of a merger proxy statement.
- Represented a NYSE-listed company in its $150 million acquisition of an NYSE-listed target via cash tender offer/merger transaction.
- Represented a Nasdaq-listed company as the target of a $50 million cash tender offer/merger transaction.
- Represented a NYSE-listed company in its $500 million combination with Canadian public company using an exchangeable share structure.
- Represented a Nasdaq-listed company in its $240 million acquisition of a private company.
- Represented a Nasdaq-listed company as local regulatory counsel in its $500 million acquisition of a NYSE-listed company via share exchange registered on Form S-4.
- Represented a special committee of the board of directors of a public telecommunications company in its $1.5 billion merger transaction.
- Represented a special committee of the board of directors of a public finance company in its $3.5 billion merger transaction.
- Represented an NYSE-listed company in its reverse merger acquisition of a privately held mobile software application developer and advertising company.
- Represented an NYSE-listed company in the spin-off to its shareholders of a special dividend of its subsidiary’s capital stock under Rule 144A.