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In this Lexis Top 10 Practice Tips article, we provide practice points to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their liabilities through liability management transactions, including debt tender offers  for cash. A cash tender offer consists of a public…

This Lexis Practice Advisor® market trends article focuses on registered direct offerings, providing an overview of the market and covering recent notable transactions, deal structure and process, and legal and regulatory trends. A registered direct offering is a type of hybrid securities offering, meaning that the offering methodology has certain characteristics associated with a public…

This Lexis Practice Advisor® market trends article identifies disclosures related to U.S. Tariff Policies that offer more detailed discussions on the actual and potential effects for the particular registrants and concludes with recommendations on how to enhance disclosures relating to the effects of U.S. Tariff Policies. The company name, its industry, and the type of…

This Lexis Practice Advisor® market trends article identifies comprehensive disclosures related to cybersecurity risks, including discussions about the potential reputational, financial, or operational harm resulting from cybersecurity breaches; the potential associated litigation or regulatory costs; and their policies and procedures addressing cybersecurity incidents, and concludes with practical advice on preparing the required disclosures regarding cybersecurity…

Business development companies (BDCs) are closed-end investment management companies that are specially regulated by the Investment Company Act of 1940, as amended (the 1940 Act). This Lexis Practice Advisor® market trends article covers recent commercial and regulatory trends affecting BDCs, particularly focusing on various types of securities offerings by public and private BDCs.

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This Lexis Practice Advisor® market trends article identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its industry, and the type of filing are also provided in each sample disclosure for reference. This article concludes with recommendations on…

A registered direct offering (RDO) is a public offering of securities that is sold on a best efforts basis by a placement agent that is engaged by the issuer to introduce the issuer to potential purchasers. An RDO is generally targeted to a select number of accredited and institutional investors, although it may be sold…

A comfort letter is a letter delivered by an issuer’s independent accountants to the underwriters or initial purchasers that provides certain assurances with respect to financial information included in a registration statement, prospectus or offering memorandum used for a securities offering. Underwriting agreements and purchase agreements typically require the delivery of one or more comfort…

In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons. The lock-up agreements provide the underwriters or placement agents with some assurance that new issuer securities will not be…

A pre-funded warrant allows its holder to purchase the issuer’s securities at a nominal exercise price (typically, $0.01 per share).  Instead of waiting to receive proceeds following a warrant’s exercise, the issuer receives substantially all of the warrant’s proceeds upfront (without any conditions) as part of the warrant’s purchase price.  In our recently published On …