Securities

Our Practice

Numerous start-up and middle market companies retain Pedersen lawyers for counsel on the full spectrum of securities law issues – from initial public offerings (IPOs) to private placements and ongoing corporate governance and compliance.

We represent a varied group of clients from numerous industries, including telecommunications, software, internet service companies, securities broker/dealer firms, merchant banks, and real estate financing funds and hedge funds. We have considerable experience in handling our clients' initial and secondary public offerings, as well as going-private transactions for public companies. We handle all types of public securities issuances related to the IPO process, including 144-A and private placement investment public execution (PIPE) vehicles, and registration statements.

The firm's securities team handles follow-on offerings that include both the public issuance of additional stock, as well as private placements and syndications.

Clients turn to us for guidance on the securities law issues pertaining to private equity and hedge fund formation, as well as for assistance in navigating the changing landscape of state and federal investment advisor and broker-dealer regulations and reporting requirements.

Pedersen works with public companies and their directors, officers, and major shareholders to prepare such reporting documents as Forms 10-K, 10-Q, proxy statements, and Schedules 13D and 13G.

We regularly counsel boards of directors, board committees, and individual directors regarding corporate governance issues, including Sarbanes-Oxley compliance. We keep private investor clients that are investing in publicly held entities fully informed on the requirements of applicable federal and state securities laws to ensure their compliance. In addition, we advise private equity funds, hedge funds, and investment advisors on blue sky and other compliance issues.

Our Experience

• Represented a national laundromat chain in connection with two initial preferred stock offerings totaling $45 million, as well as the placement of $100 million of high-yield debt securities and warrants involving rights issues connected with the follow-on offering.
• Structured a $40 million initial public offering, or IPO, for a national propane cylinder exchange provider.
• Prepared all required filings and provided counsel on corporate governance issues for a Chicago-area publicly traded manufacturer and distributor of specialty dairy products.
• Represented a publicly traded gaming components manufacturer in connection with all of its securities law issues, including the preparation and filing of 10-K, 10-Q, and 8-K reports; proxy statements; and Schedules 13D and 13G, as well as the negotiation of a PIPE transaction to fund its expansion.
• Represented a national propane cylinder exchange provider in connection with a $40 million IPO and a shelf registration of shares to fund acquisitions as part of its industry roll-up strategy.
• Represented a public shell entity that was delinquent in making quarterly and annual filings by initiating voluntary compliance efforts with the SEC to restore the company to compliant status and facilitate a reverse merger transaction with a privately held company.
• Reviewed a Chicago-based investment advisory firm's compliance manuals and administrative procedures to ensure compliance with all state and federal investment advisor regulations.
• Represented three individual investors in forming a limited liability company to acquire and finance a rental apartment complex in Omaha, Nebraska. The financing involved equity capital, municipal bond, and mezzanine debt.
• Represented a group of investors in the equity financing of a three-restaurant complex in a suburban Chicago hotel, as well as in the acquisition of a suburban Cleveland, Ohio hotel. Negotiated hotel franchise license, as well as hotel and restaurant management agreements.
• Formed and represented an Israel-based development stage company pursuing a proprietary colorectal cancer screening device through initial rounds of private equity placement, as well as on employment, joint development, and equity compensation matters.
• Represented a national propane cylinder exchange provider as it grew from start-up to publicly traded industry leader on the restructuring of a $5 million preferred equity placement, a $17 million senior subordinated note and warrant placement, as well as leasing and bank credit facilities.
• Structured a number of private equity placements – including $90 million of partnership equity, $75 million raised from private and venture capital investors, and a $20 million placement of common stock and convertible notes – for a national food service company.
• Represented a specialty food and gift distributor and retailer in a $25 million placement of convertible preferred stock with a venture capital firm. Formulated conversion and anti-dilution rights, allocation of management control, an equity claw back to the business owners following a liquidity event, and drag-along rights.
• Completed a $10 million preferred stock an Internet-based order fulfillment company client.
• Represented a grocery store chain in a $55 million debt placement.
• Represented a national theme restaurant in a $30 million private capital placement.
• Represented a Chicago private equity fund in its acquisition of a Florida-based private label personal care products business and the placement of mezzanine financing to fund the transaction.
• Represented a new private equity fund in its first acquisition and financing of a North Carolina candy manufacturer, which will be used as a platform for future candy industry acquisitions.
• Obtained acquisition and working capital financing from a national lending institution for Chicago equity fund client's acquisition of a Texas-based wholesale supply company.
• Represented a private equity fund in a multi-faceted acquisition transaction that included restructuring various tranches of financing.
• Represented a national bath and skin care products retailer in a $20 million limited partnership equity placement.
• Represented a Midwest radio station owner-operator in a $19 million convertible note placement with a media fund.
• Completed seven private offerings totaling $90 million for a national cosmetics, health, and beauty retailer.