Counselin aggregate offering value closed across equity, debt, and structured products
SEC-registered transactions filed, reviewed, and declared effective without delay
consecutive years without a comment letter resulting in delayed effectiveness
The Commission sees thousands of filings. We have spent twenty-eight years learning exactly which ones it reads twice.
Discuss Your Offering→Transaction Record
Senior Notes Offering — $650M
Meridian's first public debt offering required establishing investment-grade precedent in a sector the staff had scrutinized heavily following two prior issuer defaults. Counsel structured the risk factor disclosure to address staff comment patterns from the prior eighteen months of similar filings, pre-empting the three questions that had delayed comparable transactions.
Outcome
Declared effective Day 11. No comments received.
They had read the staff's mind before we filed. Every question the Commission might have asked was already answered in the prospectus. We went effective in eleven days.
Margaret Holloway
General Counsel · Meridian Industrial Holdings
We were a SPAC with a complicated target and a skeptical market. Counsel turned the Form S-4 into the clearest document I have ever read. The vote passed with 94% approval.
Daniel Reyes
Chief Financial Officer · Apex Acquisition Corp II
De-SPAC Transaction — $1.1B Enterprise Value
The target operated across three jurisdictions with differing revenue recognition standards. Counsel coordinated the reconciliation of IFRS-to-GAAP adjustments, structured the MD&A to walk stockholders through the bridge, and managed two rounds of staff comments that focused on non-GAAP presentation — resolving both within the same business week.
Outcome
Business combination closed 14 days ahead of the outside date.
When the window opens, there is no time to orient outside counsel. Ours arrives already oriented.
Rule 144A / Reg S — $425M Senior Secured Notes
“The Rule 144A placement was priced and closed in 72 hours. I did not know that was possible until it happened.”
Priya Nair
Managing Director · Clearwater Capital Partners
S-1 Registration — $280M IPO
“Every comment letter response they drafted was shorter than the comment itself. The staff cleared us in one round.”
Thomas Engel
General Counsel · Vantage Specialty Chemicals
Dual-Listed Equity Offering — NYSE / TSX
“Cross-border listing on two exchanges simultaneously. Counsel made the regulatory calendars run in parallel, not in sequence.”
Yuki Tanaka
Chief Financial Officer · Aether Life Sciences
Investment-Grade Shelf Takedown — $1.35B
Northgate had established an automatic shelf registration twelve months prior under Counsel's guidance, specifically anticipating a rate environment that would reward speed. When the window presented, the legal infrastructure was already in place: underwriting agreement templates pre-negotiated with the six-bank syndicate, comfort letter procedures agreed with auditors, and state blue sky surveys current.
Outcome
Pricing to closing: 11 business days. Book covered 3.2x.
We had a 48-hour window to price before the rate environment shifted. They had the shelf registration on file, the pricing supplement drafted, and the underwriting agreement negotiated before the window opened. We priced at the wide end and still closed oversubscribed.
Sandra Kowalski
Treasurer · Northgate Infrastructure Partners
Twenty-eight years of SEC filings. The Commission's patterns are not a mystery to us — they are a checklist we completed before you called.
Discuss Your OfferingPractice Lanes
Three lanes. One firm that has closed transactions in all of them.
01
Equity Offerings
IPOs · Follow-Ons · Rights Offerings · Shelf Takedowns
From S-1 drafting through roadshow preparation and pricing, we manage the full registration cycle. We have taken companies public across twelve sectors and understand how the staff reads different business models — which disclosures they probe, which risk factors they return to, and how to draft MD&A that answers their questions before they ask them.
- ◆S-1 / S-3 Registration Statements
- ◆Form 20-F for Foreign Private Issuers
- ◆Dual-listed and cross-border equity
- ◆Shelf registration and ATM programs
02
Debt Capital Markets
Investment-Grade · High-Yield · Convertible Securities
Public and private debt transactions require a different regulatory fluency than equity. We structure indenture covenants, negotiate underwriting agreements with the full syndicate, and manage the Section 11 liability chain from day one. Our shelf infrastructure work means clients can move from decision to pricing in days, not weeks.
- ◆Investment-grade and high-yield notes
- ◆Convertible notes and mandatory convertibles
- ◆Rule 144A / Regulation S offerings
- ◆Exchange offers and consent solicitations
03
Private Placements
Regulation D · Rule 144A · PIPE Transactions
When the public markets are closed or the timeline is compressed, private placement counsel must be faster and more precise. We structure offerings under Regulation D, Regulation A+, and Rule 144A with an eye toward the registration rights that will govern the next step — ensuring the private transaction does not create complications for the public one.
- ◆Regulation D (506(b) and 506(c))
- ◆PIPE and registered direct offerings
- ◆Regulation A+ Tier 2 qualifications
- ◆Integration analysis and bad actor review
Your transaction has a window. Let’s use it.
A single conversation with our team is sufficient to assess whether your transaction structure, timeline, and regulatory posture are aligned. No preliminary materials required.
Discuss Your OfferingCounsel LLP · New York · Washington D.C. · London