Securities
Home > Representative Transactions > Securities
The majority owner of a publicly-held company was disappointed with its
market performance and limited access to the equity markets because of
the lack of predictability of its revenue and earnings in a
particularly cyclical industry. Because of the continuing demands on
the company's resources to maintain its publicly-held status without
realizing the anticipated benefits, the company determined to become
privately held. KLM&R designed a corporate merger in which the
controlling shareholder retained ownership and the minority
stockholders received cash for their shares at the value established by
an independent appraisal. KLM&R then completed the required proxy
statement and related disclosures under the SEC's "going private"
rules, coordinated SEC staff review of the filing and assisted in
planning the proxy solicitation that resulted in stockholder approval
of the transaction.
KLM&R attorneys assisted an oil and gas exploration firm with significant holdings in Eastern Europe in customizing a number of corporate governance measures designed to maximize stockholder value. The client was concerned that it might be an attractive takeover target because the value of its potentially large oil and gas reserves were not fully reflected in Nasdaq National Market trading prices for its common stock. KLM&R prepared the necessary operative documents, drafted the proxy statement required to submit certain of the measures for stockholder approval and implemented the measures following shareholder approval of all of the proposals.
KLM&R assisted a publicly-held natural resources firm in the sale of preferred stock in reliance on exemptions from registration under the Securities Act and then completed an expedited filing of a registration statement enabling investors in the financing to obtain immediate liquidity through the resale of common stock issued on conversion of the preferred stock.
A client had identified a number of institutional investors that had expressed a desire to invest but could not because of internal policies precluding their purchase of stock not covered by a registration statement under the Securities Act. The size and nature of the proposed financing and the status of the company precluded it from undertaking an underwritten public stock offering on acceptable terms. The client was able to complete its financing after KLM&R attorneys structured an offering registered under the Securities Act that could be sold by company executives to institutional investors in compliance with their internal investment policies.
KLM&R represented an oil and gas exploration company in a successful underwritten public offering of common stock for which a NYSE member firm acted as manager. Special disclosure issues resulted from the concentration of proposed activities in an Eastern European country with an emerging capitalistic economy, new regulatory and taxation regime, evolving governmental institutions and infrastructure and political uncertainties.
KLM&R assisted a privately-held U.S. company establish and increase its equity ownership of a publicly-held Canadian corporation with mineral holdings and then assume control, notwithstanding the resistance of incumbent management. Thereafter, the two companies were combined. KLM&R structured the tax-free, cross-border acquisition and related spin-off of a passive income royalty stream into a trust of which the stockholders of the private domestic U.S. company were the beneficiaries. Stockholder approval of the transaction required the involvement of KLM&R attorneys in the preparation of a joint proxy statement and registration statement for both corporate constituents, the coordination of review by the SEC and corresponding Canadian authorities and assistance in the proxy solicitation effort.
KLM&R advised a Nasdaq National Market client in combining with a privately held company in a complementary industry. KLM&R attorneys assisted in negotiating the acquisition agreement and were principally responsible for preparing the related combined proxy statement and prospectus that were used by both companies in obtaining shareholder approval and in coordinating SEC staff review of the proxy solicitation materials.
In an initial public offering, KLM&R represented the owners of companion companies in the same industry that were combined to undertake the offering. At the closing of the public offering, two additional companies were acquired. The offering prospectus featured historical and pro forma business, operating and financial information on all four constituent companies and on the proposed activities of the consolidated enterprise.
KLM&R assisted in structuring a consolidation of two publicly-held oil and gas exploration and production companies that, as part of the transaction, offered to acquire from numerous third parties fractional undivided working interests and interests in limited partnerships that owned interests in specific producing wells. The transaction was designed so that all stock issued to the owners of both corporate constituents as well as the working interests and limited partnership interests received stock that was registered under the Securities Act. KLM&R drafted the combination proxy statement, prospectus and tender offer documents, coordinated review by the staff of the SEC and closed the transaction after requisite stockholder and interest-owner approvals were obtained.
Concerned about the possibility of a take over attempt because of its consistent profitability and substantial cash balances, a Nasdaq National Market System-traded company sought to implement a number of defensive strategies. KLM&R attorneys suggested a variety of measures designed to maximize stockholder value, including a stockholder rights plan commonly referred to as a "poison pill," and prepared and obtained SEC staff review of a proxy statement that was used successfully to obtain stockholder approval required for the measures.
KLM&R represented a publicly-held bank in a successful rights offering of common stock to existing stockholders to enhance its capital and surplus to support growth and expansion. Following expiration of the rights subscription period, additional shares were offered to the public.
KLM&R represented a community bank that was acquired in a tax-free merger in which the stockholders of the bank received common stock of the NYSE multi-state bank holding company acquiror under a registration statement under the Securities Act.
KLM&R attorneys assisted a Nasdaq National Market client resisting a hostile effort to acquire the company by implementing corporate defensive measures, launching an aggressive proxy solicitation and investor communications campaign, coordinating regulatory compliance and challenging the bidder's efforts. Ultimately, the client negotiated an acceptable price approximately 50% higher than the bidder's initial offer.
KLM&R attorneys assisted an oil and gas exploration firm with significant holdings in Eastern Europe in customizing a number of corporate governance measures designed to maximize stockholder value. The client was concerned that it might be an attractive takeover target because the value of its potentially large oil and gas reserves were not fully reflected in Nasdaq National Market trading prices for its common stock. KLM&R prepared the necessary operative documents, drafted the proxy statement required to submit certain of the measures for stockholder approval and implemented the measures following shareholder approval of all of the proposals.
KLM&R assisted a publicly-held natural resources firm in the sale of preferred stock in reliance on exemptions from registration under the Securities Act and then completed an expedited filing of a registration statement enabling investors in the financing to obtain immediate liquidity through the resale of common stock issued on conversion of the preferred stock.
A client had identified a number of institutional investors that had expressed a desire to invest but could not because of internal policies precluding their purchase of stock not covered by a registration statement under the Securities Act. The size and nature of the proposed financing and the status of the company precluded it from undertaking an underwritten public stock offering on acceptable terms. The client was able to complete its financing after KLM&R attorneys structured an offering registered under the Securities Act that could be sold by company executives to institutional investors in compliance with their internal investment policies.
KLM&R represented an oil and gas exploration company in a successful underwritten public offering of common stock for which a NYSE member firm acted as manager. Special disclosure issues resulted from the concentration of proposed activities in an Eastern European country with an emerging capitalistic economy, new regulatory and taxation regime, evolving governmental institutions and infrastructure and political uncertainties.
KLM&R assisted a privately-held U.S. company establish and increase its equity ownership of a publicly-held Canadian corporation with mineral holdings and then assume control, notwithstanding the resistance of incumbent management. Thereafter, the two companies were combined. KLM&R structured the tax-free, cross-border acquisition and related spin-off of a passive income royalty stream into a trust of which the stockholders of the private domestic U.S. company were the beneficiaries. Stockholder approval of the transaction required the involvement of KLM&R attorneys in the preparation of a joint proxy statement and registration statement for both corporate constituents, the coordination of review by the SEC and corresponding Canadian authorities and assistance in the proxy solicitation effort.
KLM&R advised a Nasdaq National Market client in combining with a privately held company in a complementary industry. KLM&R attorneys assisted in negotiating the acquisition agreement and were principally responsible for preparing the related combined proxy statement and prospectus that were used by both companies in obtaining shareholder approval and in coordinating SEC staff review of the proxy solicitation materials.
In an initial public offering, KLM&R represented the owners of companion companies in the same industry that were combined to undertake the offering. At the closing of the public offering, two additional companies were acquired. The offering prospectus featured historical and pro forma business, operating and financial information on all four constituent companies and on the proposed activities of the consolidated enterprise.
KLM&R assisted in structuring a consolidation of two publicly-held oil and gas exploration and production companies that, as part of the transaction, offered to acquire from numerous third parties fractional undivided working interests and interests in limited partnerships that owned interests in specific producing wells. The transaction was designed so that all stock issued to the owners of both corporate constituents as well as the working interests and limited partnership interests received stock that was registered under the Securities Act. KLM&R drafted the combination proxy statement, prospectus and tender offer documents, coordinated review by the staff of the SEC and closed the transaction after requisite stockholder and interest-owner approvals were obtained.
Concerned about the possibility of a take over attempt because of its consistent profitability and substantial cash balances, a Nasdaq National Market System-traded company sought to implement a number of defensive strategies. KLM&R attorneys suggested a variety of measures designed to maximize stockholder value, including a stockholder rights plan commonly referred to as a "poison pill," and prepared and obtained SEC staff review of a proxy statement that was used successfully to obtain stockholder approval required for the measures.
KLM&R represented a publicly-held bank in a successful rights offering of common stock to existing stockholders to enhance its capital and surplus to support growth and expansion. Following expiration of the rights subscription period, additional shares were offered to the public.
KLM&R represented a community bank that was acquired in a tax-free merger in which the stockholders of the bank received common stock of the NYSE multi-state bank holding company acquiror under a registration statement under the Securities Act.
KLM&R attorneys assisted a Nasdaq National Market client resisting a hostile effort to acquire the company by implementing corporate defensive measures, launching an aggressive proxy solicitation and investor communications campaign, coordinating regulatory compliance and challenging the bidder's efforts. Ultimately, the client negotiated an acceptable price approximately 50% higher than the bidder's initial offer.