we are better at our business because we take the time to understand yours
Led by veteran securities and M&A attorney Steve Boatwright, our securities team has handled some of the biggest deals in Arizona and across the country. Examples of our work include:
- Represented RideNow Powersports, the largest powersports dealership in the world with $1 billion in annual revenue, in a merger with RumbleOn, a public ecommerce company that aggregates and distributes pre-owned vehicles to and from consumers and dealers.
- Represented American firearms manufacturer Smith & Wesson in taking the company public on its 150-year anniversary.
- Represented and set up the fund that financed the first Sprouts grocery stores and initial expansion, which began with one store in Mesa, Arizona, and has since grown to over 380 stores nationally.
- Represented a Chicago family of funds that funded Wildflower Bread Company and multiple commercial real estate developments, including Water Tower Place.
- Handled the securities work for a family of funds that collectively owns the second-largest apartment complex in Arizona and locations in Texas.
- Represented the largest publicly traded commuter airline in the world (at that time), completing mergers and public offerings valued in excess of $500 million.
- Represented a publicly traded NYSE American-listed medical device company in multiple rounds of both public and private equity financing totaling over $100 million.
- Represented a telemedicine company in private equity financing of over $30 million.
- Handled the securities work for a California fund that owns over 30 multi-family complexes in San Francisco and Los Angeles.
- Represented a restaurant in raising private equity to grow from one to fourteen locations.
- Represented co-founders in a buy-out of one of the fastest-growing network marketing companies in the United States.
- Represented a private equity fund in raising over $50 million for a hybrid real estate and start-up technology company fund.
- Represented a venture leasing firm in drafting partnership agreements and capital raising documents.
- Represented metal fabrication holding company in roll-up of manufacturing companies across the Western United States.
- Prepared international distribution agreements for U.S. companies doing business in Europe, China, India, and Russia.
- Represented numerous publicly traded companies in informal and formal SEC investigations.
WHO WE HELP
Our multidisciplinary team works with companies of all sizes – from microcap and small-sized public companies to multi-state franchises and Fortune 500 entities – and across all industries, including:
- Aviation
- Banking
- Biotechnology
- Aviation
- Banking
- Biotechnology
- Commercial real estate developers
- Education
- Grocers
- Healthcare
- Internet
- Life sciences
- Manufacturing
- Medical devices
- Motion pictures and media
- Powersports retailers
- Restaurants
- Retailers
- Solar energy
- Technology
- Telecommunications
- Transportation and logistics
We know and understand the needs of capital raisers and capital sources in both public and private capacities and use our experience to benefit clients on all sides of the investment spectrum. We work with:
- Angel investors
- Investment bankers
- Private equity funds
- Venture capital and venture leasing funds
- Issuers and underwriters
- Broker-dealers
- Institutional investors
- Syndications
- Special board committees
HOW WE HELP
As a full-service business law firm, we have substantive experience in virtually every area of law impacting your business. Simply put, we are better at our business because we take the time to understand yours. We utilize the same sound business practices that you use in your business: we efficiently manage your legal matters to meet your unique needs and achieve your desired results with keen sensitivities to time and expense management.
Our work with private equity and venture funds and companies of all sizes and industries includes fund formation, deployment of investor capital, public and private market capital raising on both the debt and equity side, and private offerings from five-figure angel and seed investments to institutional later-series rounds in the tens of millions. For microcap and small public companies, we ensure compliance with reporting obligations and exchange listing requirements.
When capital is needed, we handle registered direct offerings and other public offerings, including Form S-1 and S-3 registration statements and registration statements used for equity incentive plans (Form S-8) and mergers and acquisitions (Form S-4). When companies are contemplating an exit strategy via “going public” through an IPO or reverse merger transaction, we understand their needs and guide them through reverse merger transactions and other alternative vehicles to raising capital or financing from the capital markets.
As the needs of our clients change with the evolution of their business operations, we are a trusted source of support for:
- Private placements
- Deal structuring, documentation, negotiation, and closing
- Compliance and reporting obligations
- Risk assessment and management
PRIVATE EQUITY
Gallagher & Kennedy’s securities team negotiates, documents, and fulfills compliance requirements for private equity investments. For clients who prefer to seek institutional investors, we represent companies in negotiating and documenting investments from private equity funds. These investors often prefer to keep the companies private but have extensive oversight and require companies to comply with ongoing reporting requirements to the fund. We also form, document, and advise private equity and bridge funds that invest in alternative investments and are often funded by pension plans, family offices, or super-accredited investors.
For start-ups and emerging companies, we understand their unique needs and work effectively in preparing private placement memoranda and other documentation needed for private offerings of equity or debt.
PRIVATE PLACEMENTS & STATE BLUE SKY LAW COMPLIANCE
Our securities attorneys understand how to seize opportunities to enable entrepreneurs to raise their initial capital and businesses to grow and expand. We have considerable experience in private securities matters, including private placements under Regulation D and the latest developments under the JOBS Act.
In addition to the traditional private offering, we have experience with:
- Exchange offers
- Spin-offs
- Tender offers
- Going-private transactions
- Venture capital financings and transactions
- Business combinations
- Hedge, investment, and other fund formations
- Rescission offers
- Consent solicitations
- Placement and selling agent agreements
PUBLIC OFFERINGS
Understanding the needs of companies contemplating an exit strategy, we guide clients through Initial Public Offerings or new IPOs – a.k.a. “going public” – or reverse merger transactions.
Where many smaller companies cannot obtain IPO underwriting from an investment banker, we have extensive experience guiding clients through the reverse merger process to obtain liquidity. This transaction allows a private company to become a public company by merging with a public shell company (a company with virtually no assets) without the need for an underwriter or the more expensive IPO process. Our attorneys have represented over 20 companies in reverse merger transactions, including some that went on to trade on national exchanges.
Our team also has extensive experience with registered direct offerings (RDO), a negotiated sale by an issuer to one or more investors of securities that have been registered pursuant to an effective shelf registration statement on Form S-3. A registered direct offering is typically sold through a placement agent on a “best efforts” basis.
Additional experience with other public company securities transactions includes:
- Follow-on share offerings and rights offerings
- Registered direct and PIPE offerings
- Pre-IPO financings
- High-yield debt offerings
- Securitizations
- Exchange offers
- Spin-offs
- Initial and secondary public equity offerings
- Tender offers
- Going-private transactions
- Business combinations
- Right offerings, remarketing transactions, and open-market purchases
- Rescission offers
- Consent solicitations
- Underwriting and dealer agreements
- Takeover pursuit and defense strategies
SECURITIES COMPLIANCE & REPORTING OBLIGATIONS
Our securities attorneys regularly represent public companies, from smaller reporting companies to accelerated filers, in matters requiring ongoing securities compliance with SEC regulations. We prepare filings needed to comply with a company’s reporting obligations, including:
- Annual Reports on Form 10-K
- Quarterly Reports on Form 10-Q
- Periodic Reports on Form 8-K
- Proxy statements
- Executive compensation reporting and disclosure (CD&A)
- Section 16 reporting (Forms 3, 4, and 5)
- Regulation FD (fair disclosure)
- Regulation G (non-GAAP financial measures)
- Section 13 ownership disclosure (Forms 13D and 13G)
Whether a company’s securities trade on one of the over-the-counter markets or a national exchange, we guide companies through the process of becoming listed on an exchange or other market and ensure compliance with initial and ongoing listing requirements and the corporate governance rules imposed on public companies.
When necessary, we provide guidance on internal investigations and represent parties in proceedings before the Securities and Exchange Commission, New York Stock Exchange, the NASDAQ, the OTCBB, FINRA (formerly the NASD), the Securities Division of the Arizona Corporation Commission, and the Arizona State Department of Financial Institutions.
