Private Placements
Reid and Riege attorneys have represented issuers, investors, underwriters, and placement agents throughout our region in connection with privately placed debt and equity securities. Securities issued in these transactions have included limited liability company interests, limited partnership interests, bonds, secured and unsecured notes, preferred stock, and stock purchase warrants, and have been issued by a variety of entities employing diverse financing arrangements.
We assist in structuring the terms of the securities being offered and prepare private placement memoranda. We also advise on:
- The disclosure requirements and liabilities imposed by the applicable securities laws
- Structuring transactions to meet appropriate exemptions from both Federal and state securities registration requirements
- Preparing subscription documents and questionnaires for investors
- Making appropriate filings with the applicable securities regulatory authorities.
When representing investors, we review offering materials and negotiate the terms of the investment, including:
- Provisions related to the conversion terms of convertible securities
- The exercise terms of warrants and options
- Registration rights agreements, and
- Ultimately, the terms of puts, calls and other liquidity events.
Representative transactions include:
- The issuance of limited partnership interests by an investment entity formed by a private equity fund to fund the acquisition of its portfolio companies
- The issuance of limited partnership interests for a newly-formed private equity firm
- The issuance of limited liability company interests for a real estate entity formed by a physicians group
- The issuance of limited liability company interests
- And the issuance of convertible preferred stock by an investment management company to targeted investment managers.
For additional information, contact Robert M. Mulè (860) 240-1010, lawtalk@reidandriege.com, Mark X. Ryan (860) 240-1056, mryan@reidandriege.com, Craig L. Sylvester (860) 240-1032, csylvester@reidandriege.com. or Karen L. Brand (860) 240-1089, kbrand@reidandriege.com.