Dorsey’s Capital Markets team advises clients on the full range of public and private financings in the United States and key international financial centers. Our experience encompasses the complete spectrum of equity, debt and hybrid instruments. Companies turn to Dorsey for all types of securities offerings, including:
- IPOs, secondary and follow-on stock offerings
- Investment grade and high-yield debt financings
- Convertible debt and preferred stock
- Rights and warrants
- Other equity-linked and hybrid securities
- SEC registered, Rule 144A and Reg S offerings
- Private placements
- Private investment in public equity (PIPE) offerings
- Registered direct offerings
- Cross-border financing
- Project finance
- Private equity and mezzanine financing
- Venture capital
- Tender offers, exchange offers and consent solicitations
Our capital markets clients range from emerging companies, Fortune 500 seasoned issuers, and venture capital and private equity sponsors to the underwriting and advisory teams of investment banks.
In international markets, Dorsey is a leading U.S. law firm for securities advice to Canadian cross-border issuers. We also help China-based companies raise capital, including IPOs on the Hong Kong Exchange, and India-based companies with public and private securities offerings, both in India and overseas. We also represent companies and investment banks on IPOs and secondary offerings on the AIM market and Main Market of the London Stock Exchange.
In the execution of capital markets transactions, clients gain from Dorsey’s broad financial products knowledge and our depth of transactional experience. Financing transactions often involve issues requiring experience in many areas of the law. We have deep expertise in the disciplines that often need to be marshaled in complex financings, and our Capital Markets lawyers are able to draw on the resources of Dorsey’s diverse range of more than 60 practice areas, including tax, real estate, intellectual property, health care, environmental, antitrust, corporate governance, bank regulatory, executive compensation, employee benefits, and more.
We regularly counsel clients on all types of equity offerings to successfully address their capital raising needs, including offerings of common shares, preferred stock, rights and warrants, and other equity-linked securities and equity derivatives transactions. We assist companies, investment banks and other financial intermediaries on the full range of registered public offerings, private placements, Rule 144A, Reg S, Reg A, Reg A+ and other transactions.
Dorsey’s breadth of experience with equity offerings includes:
- Secondary and follow-on offerings
- At-the-market (ATM) programs
- Private investments in public equity (PIPEs)
- Registered direct offerings
- Equity-linked securities offerings, including convertible and exchangeable bonds and preferred stock
- Rights and warrants offerings, repricings and exchanges
- Exchange and tender offers
- Debt/equity swaps
- Equity derivative transactions
- American Depositary Receipts (ADRs)
Our team provides client-focused legal services across all aspects of initial public offerings. We guide our clients to a successful public debut with practical experience in navigating applicable securities laws and regulations and the exchange listing process, as well as the important tax, executive compensation, corporate governance and business matters that inevitably arise during the IPO process. IPOs require exceptional expertise in many cross-practice disciplines, and our Capital Markets team works seamlessly with Dorsey lawyers who are proficient in industry, regulatory and compliance issues, and who span the full range of subject matter expertise from real estate to intellectual property.
Companies contemplating an IPO also value our experience in helping them seamlessly and successfully manage the requirements of being a public company, including ongoing SEC reporting obligations, stock exchange requirements and corporate governance matters. Our highly experienced Corporate Governance & Compliance team is dedicated to public company representation, and they routinely and expertly handle the entire array of issues affecting public companies.
Check out our guide that provides a comparative regulatory overview for companies which are considering listing equity securities on one or more of the principal markets in New York, London or Hong Kong in connection with an initial public offering.
We regularly counsel clients on a wide range of debt products to successfully address their capital raising needs. We assist companies, investment banks and other financial intermediaries on the full range of registered public offerings, private placements, Rule 144A, Reg S and other transactions. We typically counsel clients on dozens of significant debt capital markets transactions valued at several billion dollars in total every year.
Dorsey’s breadth of experience with debt offerings includes:
- Investment grade debt
- High-yield debt
- Secured debt
- Senior and subordinated debt
- Convertible and exchangeable debt
- Medium-term notes
- Eurobond offerings
- Mezzanine financing
- Balance sheet restructurings
- Exchange and tender offers
- Debt/equity swaps
We advise clients in a variety of industries on their public and private high-yield debt offerings, including refinancings, acquisition financing, leveraged recapitalizations and bridge financing. Our team has deep expertise in the whole range of issues that can arise when structuring and executing debt offerings in the high-yield market, including negotiating complex covenant packages and handling subordination, security and intercreditor issues.
Dorsey’s high-yield finance lawyers regularly handle:
- New financing and refinancing of outstanding debt
- Bridge to high-yield financings in connection with acquisitions and other transactions
- High-yield components of restructurings
- Structured debt transactions
- Balance sheet management transactions for high-yield debt securities and recapitalizations, including exchange offers, tender offers and consent solicitations
- Complex high-yield structuring and covenant issues
- Related disclosure issues
Dorsey has one of the largest and most well-regarded U.S.-Canada cross-border practices in the United States. We don’t seek to compete with Canadian law firms. Instead, we partner collaboratively with clients and their Canadian counsel to provide seamless cross-border legal services.
Dorsey’s Canadian capital markets team represents a broad range of Canadian-based clients, from emerging businesses to some of Canada’s largest public companies, seeking to raise capital in the United States. We also represent U.S.-based clients in financing transactions in Canada. Companies, investment banks and other financial intermediaries rely on Dorsey’s broad financial products knowledge and depth of transaction experience for the full range of equity, debt any hybrid securities offerings. Dorsey is a leader in acting as Principal American Liaison (PAL) for Canadian companies with securities quoted on the OTCQX, a platform by which qualified companies gain access to U.S. liquidity without the registration and reporting requirements of the SEC. We also represent U.S. companies listed on the TSX, TSX-V, and CSE.
Read more here: Canada Practice
With decades of private equity experience, we take a practical and creative approach to structuring and completing each transaction, focusing on the solutions needed to help clients accomplish their goals. We also guide private equity sponsors on compliance matters and with the management and operations of their portfolio companies.
Financial sponsors (buyout funds, mezzanine funds, hedge funds, banks, pension funds, funds of funds, family offices and high net worth individuals), their portfolio companies, management groups, lenders, financial advisors and other parties count on us for their private equity-related needs. Our broad range of private equity experience includes:
- Fund formation, investments, compliance and advisory
- M&A/portfolio investments
- Equity financings
- Mezzanine financings
- Leveraged buyouts
- Distressed investment scenarios
- Portfolio company management and representation
Read more here: Private Equity Practice
Dorsey lawyers have been involved in securitization from its inception and have represented all categories of participants – issuers, borrowers, trustees, warehouse lenders, investors, credit enhancers and underwriters. We handled a number of “first of its kind” securitizations, including the first net interest margin securitization, the first Section 150(d)(3) student loan securitization, the first securitization of commodities, one of the first securitizations of tax-exempt leases and the first securitization of destroyed notes.
We also represent clients in a variety of financings that use securitization techniques, including warehouse arrangements, trade receivables financings and loan participation sales. With our breadth of expertise, we also help clients understand and negotiate swaps and derivatives employed in connection with securitizations and similar financings.
Read more here: Securitization Practice
To address their hedging and financing needs, clients turn to our Derivatives practice team for in-depth legal and strategic advice on the structuring and execution of all types of complex and innovative derivatives transactions, including equity, fixed income, FX and commodity derivatives.
Our Derivatives lawyers work seamlessly with colleagues in bank finance, investment management, private equity, strategic M&A and tax to advise on transactions, including:
- Interest rate swaps, caps, floors and forward-starting rate hedges
- Currency forwards, swaps and options
- Commodity swaps, forwards, options and collars (oil and gas, power, gold)
- Deal-contingent hedges against rate or price risks
- OTC hedging and monetization transactions involving forwards, options, collars and total return swaps
- Structured issuer share repurchases (accelerated share repurchases, forward share repurchases, issuer puts, collars)
- Issuer call spreads and capped calls
- Structured financing transactions (swaps, forwards or options linked to equity securities and convertible securities)
Dorsey has extensive experience in all aspects of project development and finance, covering numerous industries and serving a wide range of clients domestically and internationally. Our experience includes projects with investor-owned utilities, independent power producers, cooperatives, large industrial companies, banks, governmental agencies, private companies and others.
We combine our extensive experience with evolving financing techniques, our in-depth knowledge of the public-private partnership development model and our keen understanding of real estate, land use, construction and design, and environmental matters. Our interdisciplinary teams contribute significantly to a project’s success, from the initial stages of the project through funding, completion and operation.
Read more here: Project Development & Finance
Representative Equity Transactions
- Issuer's Counsel to Land O' Lakes, Inc. (a Fortune 500 Food and Agribusiness Cooperative) in $15 billion Rule 144A Offering for Cumulative Redeemable Preferred Stock
- Issuer's Counsel to Purple Innovation, LLC (a Consumer Products Manufacturer) in $500 million Reverse Merger Initial Public Offering for Class A Common Shares and Follow-on $254 million Public Offering for Class A Common Shares and Warrants
- Counsel for Underwriter, Liberum Capital Limited, in £280 million million Initial Public Offering for Codemasters Group Holdings plc (a UK-based Software and Video Game Developer and Publisher)
- U.S. Counsel for Issuer, Acreage Holdings (a Canada-based Investment Company focused on the Medical Cannabis Industry), in $314 million Private Placement of Subscription Receipts
- U.S. Counsel for Issuer, Alignvest Acquisition II Corporation (a Canada-based Special Purpose Acquisition Corporation), in CDN $350 million Initial Public Offering for Class A Restricted Voting Units
- Issuer's Counsel to Energy Fuels Inc. (a Uranium Mining Company) in $150 million At-The-Market Public Offering for Common Shares
- U.S. Counsel for Issuer, Arbutus Biopharma Corporation (a Canada-based Biopharmaceutical Company), in $116 million Private Placement of Series A Participating Convertible Preferred Shares
- U.S. Counsel for Issuer, B2Gold Corp. (a Canada-based Gold Mining Company), in $100 million At-The-Market Public Offering for Common Shares
- Counsel for Underwriter, Canaccord Genuity Corp., in CDN $132.3 million Initial Public Offering of The Green Organic Dutchman Holdings Ltd. (a Canada-based Cannabis Company)
- Issuer's Counsel to Genscript Biotech Corporation (a Hong Kong-based Investment Holding Company Focused on Life Sciences Industry) in HK $672 million Initial Public Offering
- Counsel for Underwriter, Canaccord Genuity Corp., in CDN $107.3 million Private Placement of Subscription Receipts of Cresco Labs Finco Ltd. (a U.S.-based Cannabis Company)
- Issuer's Counsel to Nuvectra Corporation (a Medical Device Company) in $69 million Public Offering of Common Shares
- Counsel for Underwriter, Piper Jaffray & Co., in $41.2 million Initial Public Offering of Common Shares of Tactile Systems Technology, Inc. (a U.S.-based Medical Technology Company)
- Issuer's Counsel to Franklin Covey Co. (a Training Services Company) in $35 million Tender Offer for Common Shares
- Issuer's Counsel to Hong Kong Resources Management Limited (a Hong Kong-based Investment Holding Company Focused on the Retail Jewelry Industry) in HKD $272 million Initial Public Offering of Ordinary Shares
- Issuer's Counsel to EnteroMedics Inc. (a Medical Device Company, now known as ReShape Lifesciences) in $34.5 million Public Offering of Class A and Class B Units
- Counsel for Underwriter, Roth Capital Partners LLC, in $30.6 million Initial Public Offering of Common Stock of A.S.V. Holdings, Inc. (a U.S.-based Heavy Equipment Manufacturer)
- Counsel for Investor, Sightline Partners LLC (a Venture Capital and Private Equity Firm focused on the Medical Technology Industry), in $26.6 million Private Placement of Series C Convertible Preferred Stock of Monteris Medical Inc. (a Private Medical Device Company)
- Counsel for Underwriters, Numis Securities Limited and Canaccord Genuity Limited, £18.4 million Firm Placing, Placing and Open Offer of New Ordinary Shares of Velocys, plc (a UK-based Renewable Fuels Company)
- Issuer's Counsel to Rezolute, Inc. (a Biopharmaceutical Company) in $25 million Private Placement of Series AA Preferred Stock
- Issuer's Counsel to CHS Inc. (a Fortune 500 Agribusiness Company) in $20 million Public Offering of Class B Cumulative Redeemable Preferred Stock
- Counsel for Placement Agent, Canaccord Genuity Corp., in CDN $20.6 million Private Placement of Common Shares of Regulus Resources Inc. (a Canada-based Mineral Exploration Company)
Representative Debt Transactions
- Issuer's Counsel to The Mosaic Company (a Fortune 500 Company in the Fertilizer Industry) in $1.25 billion Public Offering of Senior Notes
- Issuer's Counsel to Carlisle Companies Incorporated (a Diversified Manufacturing Company) in $1 billion Public Offering of Senior Notes
- Issuer's Counsel to General Mills, Inc. (a Fortune 500 Consumer Food Products Company) in $750 million Public Offering of Senior Notes
- Issuer's Counsel to CHS Inc. (a Fortune 500 Agribusiness Company) in $680 million Rule 144A Offering of Senior Notes
- Counsel for Guarantor, Virgin Media Investment Holdings Limited and Virgin Media Inc. (a UK-based Telecommunications and Entertainment Company), in £300 million Reg S Offering of Receivables Financing Notes
- U.S. Counsel for Issuer, Canopy Growth Corporation (a Canada-based Medical Cannabis Company), in CDN $500 million Rule 144A Offering for Convertible Senior Notes
- Issuer's Counsel to Powerlong Real Estate Holdings Ltd (a Real Estate Investment Company based in Shanghai, China) in $350 million Public Offering for High-Yield Bonds
- U.S. Counsel for Issuer, goeasy Ltd. (a Canada-based Alternative Financial Services Company), in $325 million Rule 144A Offering of High-Yield Senior Notes
- Issuer's Counsel to Tennant Company (a Cleaning Products Company) in $300 million Rule 144A Offering of Senior Notes
- Issuer's Counsel to Tri-State Generation and Transmission Association, Inc. (a Wholesale Electric Power Supply Cooperative) in $250 million Rule 144A Offering of First Mortgage Bonds, Series 2016A
- Issuer’s Counsel to CH2M HILL Companies, Ltd. (a Global Engineering Company) in $200 million Private Offering for Senior Fixed-Rate Notes
- U.S. Counsel for Issuer, Banro Corporation (a Canada-based Gold Mining Company), in $197.5 million Tender Offer for Secured Notes
- U.S. Counsel for Issuer, First Majestic Silver Corp. (a Canada-based Silver Mining Company), in $156.5 million Private Offering of Convertible Senior Notes
- Issuer's Counsel to Klondex Mines Ltd. (Gold Mining Company) in CDN $129.5 million Private Placement for Subscription Receipts
- Issuer's Counsel to Otter Tail Power Company (Electric Utility Company) in $100 million Private Placement of Senior Notes
- Underwriters Counsel to BMO Capital Markets, in $65 million Private Offering of Convertible Notes of Golden Star Resources Ltd. (a Canada-based Gold Mining Company)
- U.S. Counsel to Issuer, UrtheCast Corp. (a Canada-based Satellite Technology Company), in CDN $34 million Private Placement for Subscription Receipts
Industries & Practices
- Banking & Financial Institutions
- Blockchain & Digital Assets
- Corporate Governance & Compliance
- Emerging Companies
- Energy & Natural Resources
- Food, Beverage & Agribusiness
- Government Enforcement & Corporate Investigations
- Hong Kong
- Investment Funds
- Lending Transactions
- Mergers & Acquisitions
- National Security Law
- Oil & Gas
- Private Equity
- Securities & Financial Services Litigation & Enforcement