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Private
Placements
We frequently work with clients in
private placements, with and without placement
agents, both in the "private private" market and
in private placements with registration rights
and/or that trade under Rule 144A. In these
situations, we work with our clients to
structure transactions that are tailored to the
special needs of the issuer and the
investors.
In addition, we often are engaged by
issuers, and increasingly by purchasers, of debt
positions to act, at the issuer's expense, as
independent counsel (i.e., counsel named by one
or more purchasers, separate from the issuer's
counsel or counsel for the placement agent) in
private placements, including the 144A
offerings. In such transactions, we represent
the interests of the purchasers in the
transaction, often drafting and negotiating
documentation and conducting legal due
diligence. In offerings where potential
investors are identified after document drafting
has begun, our representation of purchasers may
focus more narrowly on reviewing and negotiating
additional protections in documents prepared by
the placement agent's counsel. Our
representation of purchasers frequently
continues in connection with shelf or exchange
registrations or other corporate matters
following consummation of the initial
placement. |
