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Private Placements & Public Offerings

Irell & Manella LLP represents issuers, equity sponsors, purchasers, underwriters and other parties in private and public financings across a wide range of industries.

Our expertise in private capital-raising transactions includes advising issuers, entrepreneurs and investors in significant institutional and investment fund debt and equity investments in established businesses, Rule 144A transactions, “angel” start-up fundings, venture capital financings, strategic investments, bridge loans, “venture debt” transactions and PIPE transactions. Our background in initial public offerings includes follow-on primary offerings, secondary offerings, registered shelf (including universal shelf) offerings, exchange offers, and recapitalizations. These involve common stock, preferred stock, warrants and other forms of equity, senior, mezzanine and subordinated debt, convertible debt and other “hybrid” securities.

Irell advises clients in all aspects of the private placement and public offering processes, including:

  • Structuring, negotiating and documenting complex financing and security arrangements;
  • Drafting prospectuses, offering memoranda, registration statements and other offering materials;
  • Performing due diligence;
  • Interacting with regulatory authorities including the Securities and Exchange Commission and the Department of Justice in connection with their review of regulatory filings in the deal;
  • Complying with federal securities laws and state corporate and “blue sky” laws; and
  • Addressing NYSE, NASDAQ and other listing requirements.

Our attorneys with background in private placements and public offerings have broad experience across other practice areas, such as tax, private equity and venture capital, and mergers and acquisitions. We also draw on the expertise of our intellectual property, real estate, employment and benefits, bankruptcy, antitrust, litigation and other practice groups to provide sophisticated, innovative and efficient service to our clients.

Experience

Among our work, we:

  • Advised LORAC Cosmetics, a cosmetics brand founded by celebrity makeup artist Carol Shaw, in an investment in the business by Encore Consumer Capital, a private equity firm that invests exclusively in leading consumer products companies.
  • Represented Rosa Foods (maker of Soylent) in its $50 million Series B round led by GV (formerly Google Ventures) with participation from Tao Capital Partners, Lerer Hippeau Ventures and Andreessen Horowitz.
  • Assisted AwesomenessTV, in its formation, venture financing and ultimate sale to DreamWorks Animation.
  • Advised Kin Community, a digital media company and multi-channel network operator specializing in lifestyle and female-focused digital content, in a preferred stock financing led by Canadian broadcaster Corus Entertainment.
  • Guided Colorado River Group (operator of MedSpring urgent care centers) in its formation, venture financing led by Summit Partners, and ultimate sale to Fresenius Medical Care.
  • Represented Rusheen-RWE in a venture investment in WindESCo, a wind energy technology solution provider.
  • Assisted NanoH2O, Inc. in multiple preferred stock financings.
  • Advised US Renewables Group, a private equity firm focused exclusively on investing in renewable power, biofuels and clean technology infrastructure, in multiple venture investments.
  • Assisted the Academy of Motion Picture Arts and Sciences and its related foundations with the issuance of $341 million aggregate principal amount of tax-exempt, fixed and floating rate "Oscar® Bonds."
  • Represented Guggenheim Securities, LLC, as initial purchaser, in a $340 million whole business securitization transaction involving Dick Clark Productions, Inc., the producer of such live television programming as The Golden Globe Awards, The American Music Awards and The Academy of Country Music Awards.
  • Advised Angiotech Pharmaceuticals, a global specialty pharmaceutical and medical device company, in the exchange of $225 million of its floating rate notes due 2013 for 9% senior notes due 2016. Among other things, the deal involved sophisticated tax structuring, complex securities issues and overseeing the efforts of local counsel in 11 U.S. and foreign jurisdictions.
  • Guided Pinnacle Entertainment in various financing transactions, including numerous high-yield debt offerings totaling over $2 billion and several associated debt tender offers and follow-on equity public offerings totaling $740 million.
  • Represented Wynn Resorts, Ltd. in its $450 million initial public offering and its subsidiary's concurrent $370 million registered high-yield debt offering to finance construction of the Wynn Las Vegas hotel developed by Steve Wynn.
  • Assisted William Lyon Homes, Inc. in multiple debt offerings.
  • Advised a major owner/operator of nightclubs and other entertainment venues in Las Vegas and elsewhere in a restructuring of substantially all of its debt and equity interests.
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