Securities Offerings and Compliance

Overview

"Their team has great depth of knowledge and dedication to providing excellent service. They truly care about our company and helping us achieve the best outcome."

– Chambers USA 2021

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. 

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

  • Served as securities counsel to Enbridge Energy Partners, L.P., in its $1.6 billion public offering of senior unsecured notes. Enbridge Partners owns and operates a diversified portfolio of crude oil and through its interests in Midcoast Operating, L.P., natural gas transportation systems in the United States.
  • 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.
  • 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.
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Professionals

Name Title Office Email
Partner Los Angeles
Associate Houston
Partner Columbus
Partner Houston
Associate Houston
Associate Dallas
Partner Los Angeles
Partner Orlando
Associate Los Angeles
Partner New York
Counsel Dallas
Associate New York
Partner New York
Partner Washington, D.C.
Partner Cleveland
Partner New York
Partner Cleveland
Partner Cleveland
Associate Los Angeles
Counsel Houston
Associate New York
Partner Los Angeles
Associate Dallas
Partner New York
Partner Cincinnati
Partner Seattle
Associate Houston
Partner Cleveland
Partner Cleveland
Associate Cleveland
Partner Washington, D.C.
Counsel Denver
Associate Seattle
Associate New York
Partner Dallas
Partner Columbus
Associate Los Angeles
Partner Columbus
Counsel New York
Partner Cleveland
Partner Dallas
Associate Cleveland
Associate New York
Partner Cleveland
Associate Houston
Partner Los Angeles

Experience

  • Served as securities counsel to Enbridge Energy Partners, L.P., in its $1.6 billion public offering of senior unsecured notes. Enbridge Partners owns and operates a diversified portfolio of crude oil and through its interests in Midcoast Operating, L.P., natural gas transportation systems in the United States.
  • 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 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.
  • 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

  • U.S. News – Best Lawyers “Best Law Firms” (2017)
    • Corporate Compliance Law
      • Metro Cincinnati, Tier 2
      • Metro Cleveland, Tier 1
      • Metro Orlando, Tier 2
    • Securities/Capital Markets Law
      • National Tier 2
      • Metro Cleveland, Tier 1
      • Metro Columbus, Tier 1
      • Metro Houston, Tier 3
  • Recognized as one of the top law firms for client service, BakerHostetler was named to the 2020 BTI Client Service 30 for the sixth consecutive year.

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