Securities Offerings and Compliance

“... a great choice, particularly for their deft command of the securities and capital markets...”
– From Chambers USA 2013

BakerHostetler’s Securities Offerings and Compliance team helps numerous companies of all sizes, public and private, finance their growth through issuance of stock and debt appropriate to their business needs. We represent issuers and underwriters in public and private equity offerings and in a wide range of capital market transactions, including initial public offerings, follow-on equity offerings, rated and high yield debt, and Rule 144A offerings. Familiar with every nuance of the regulatory framework and the available financing vehicles, we focus on completing transactions quickly and efficiently.

Because many of our clients have been with us for years and seek our counsel on day-to-day matters regularly, we understand their businesses well and are able to respond immediately to execute time-sensitive capital market transactions. One of our clients noted “They know our values and principles, and, almost like our in-house counsel, they make sure that we are up-to-date on new developments. Whatever the issue they quarterback it for us.” Another: “They definitely understand our business...I have cell numbers, can get hold of them, they are there for us.” – Chambers & Partners interviewees

We work closely with our clients to help them fulfill their reporting responsibilities under the securities laws, helping them stay on top of the SEC's rapidly changing reporting requirements, the listing standards of the stock exchanges, and in some cases, the new reporting options created by the JOBS Act, as well as potential pitfalls in its reporting requirements. Our lawyers know the SEC's offering reform rules, and we work with issuers as they implement new registration statements and offering procedures. As Dodd-Frank rulemaking continues its slow crawl, we keep our clients abreast of developments and help them cope with ambiguity.

Select Experience

  • Represented Enbridge Energy Partners, L. P., an Enbridge company operating the world’s longest, most sophisticated crude oil and liquids transportation system, in a public offering of common units for gross proceeds of $293.6 million.
  • Advised Bloomin’ Brands, Inc., which owns the Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill, Fleming’s Prime Steakhouse and Wine Bar, and Roy’s restaurant concepts, in its $143 million initial public offering in difficult market circumstances and in its $400 million follow-on offerings in 2013 and 2014.
  • Represented Associated Estates Realty Corporation, a real estate investment trust, in connection with its $120 million public offering of common shares in connection with a forward equity sale. The forward sale allowed the company to take advantage of a strong market for its common shares while delaying the issuance of equity until a future date to match its need for capital. The firm represented Associated Estates in connection with its IPO in 1993 and its subsequent public and private offerings of common shares, preferred depositary shares, and debts.
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Professionals

Name Title Office Email
Jeffrey P. Berg Partner Los Angeles
Jack A. Bjerke Partner Columbus
Joseph P. Boeckman Partner Columbus
Donald W. Brodsky Partner Houston
Barry A. Brust Counsel Los Angeles
Alfred C. Chidester Partner Denver
William J. Conti Partner Washington, D.C.
Jonathan P. Cramer Partner New York
Jeffrey E. Decker Partner Orlando
Jaclyn B. Freeman Associate Denver
Judy Gechman Of Counsel Houston
John M. Gherlein Partner Cleveland
Nina K. Goldberg Associate Los Angeles
Steven H. Goldberg Partner New York
Matthew D. Graban Partner Cleveland
Patrick Hannon Partner New York
Suzanne K. Hanselman Partner Cleveland
John J. Harrington Partner Cleveland
Randolf W. Katz Partner Costa Mesa
Rajiv Khanna Partner New York
Bryce D. Linsenmayer Partner Houston
Alissa K. Lugo Partner Orlando
Laurence S. Markowitz Partner New York
Laura J. McMahon Partner Houston
Robert F. Morwood Partner Cincinnati
Kathleen S. O'Connor Partner Cleveland
Matthew Oliver Associate Cleveland
Stephen T. Olson Partner Houston
Stephanie A. Osterman Associate Denver
Janis M. Penman Partner Washington, D.C.
Robert K. Rupp Partner Columbus
W. Robert Shearer Partner Houston
Amy M. Shepherd Partner Columbus
George R. Skupski Associate Cleveland
Janet A. Spreen Partner Cleveland
Rikiya N. Thomas Associate Houston
Peter W. Van Euwen III Partner Cleveland
Robert A. Weible Partner Cleveland
Kenneth C. Wright Partner Orlando

Experience

  • Represented Enbridge Energy Partners, L. P., an Enbridge company operating the world’s longest, most sophisticated crude oil and liquids transportation system, in a public offering of common units for gross proceeds of $293.6 million.
  • Advised Bloomin’ Brands, Inc., which owns the Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill, Fleming’s Prime Steakhouse and Wine Bar, and Roy’s restaurant concepts, in its $143 million initial public offering in difficult market circumstances and its $400 million follow-on offerings in 2013 and 2014.
  • Represented Associated Estates Realty Corporation, a real estate investment trust, in connection with its $120 million public offering of common shares in connection with a forward equity sale. The forward sale allowed the company to take advantage of a strong market for its common shares while delaying the issuance of equity until a future date to match its need for capital. The firm represented Associated Estates in connection with its IPO in 1993 and its subsequent public and private offerings of common shares, preferred depositary shares, and debts.
  • Represented The Progressive Corporation in its initial public offering and subsequent public debt offerings, including a $1 billion hybrid security offering (debt instrument with partial equity treatment for rating agencies) in connection with a $3 billion recapitalization. The creation and issuance of the hybrid security involved significant involvement by our sophisticated Tax practice, as well as an understanding of accounting principles to ensure favorable tax and accounting treatment for the client.
  • Represented Denbury Resources Inc. in a $1.2 billion debt offering, setting a new record for the bond market. The 10½ year, senior subordinated notes were priced to yield 4.625 percent, which according to the underwriters, made it the lowest yield documented for a non-investment grade subordinated notes offering. Speed and timing—enabled by our 18-year relationship with the client—were critical in taking advantage of historically low interest rates at the most advantageous moment in early 2013. In April 2014, we advised on a $1.2 billion aggregate principal amount of 5.5 percent senior subordinated noted due 2022.

Recognition

“They know our values and principles, and, almost like our in-house counsel, they make sure that we are up-to-date on new developments. Whatever the issue they quarterback it for us...”– Chambers USA 2012
  • Chambers USA 2014 
    • Band 1 in Ohio
    • Among the leading practices in Florida
    • “highly regarded” practice in New York
    • Nine partners ranked among Colorado, Florida, New York, and Ohio offices
  • “Best Law Firms” 2014: National Rankings in the areas of Corporate Law and Securities/Capital Markets Law from U.S. News – Best Lawyers®.
    • Regional Tier 1 rankings were earned in Corporate Law in Cleveland, Columbus, and Orlando.
    • A regional ranking was earned in Corporate Compliance Law in Orlando.
    • Regional Tier 1 rankings were earned for Securities/Capital Markets Law and Securities Regulation in Columbus.
  • The Best Lawyers in America© 2014: Seventeen lawyers were selected by their peers for inclusion in corporate and securities-related fields.

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