Capital Markets

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Overview

Named a Capital Markets Practice Group of the Year in 2015 and 2014 by Law 360.

Kirkland has a strong capital markets practice, representing both issuers and underwriters in a wide variety of securities offerings. The large number of corporate transactions in which the Firm is involved has made us seasoned in a number of disciplines (including corporate, commercial lending, tax, securities litigation, environmental, intellectual property, ERISA and real estate) that often need to be marshaled in complex financings. In addition, Kirkland's emphasis on teamwork makes it easier to use the different areas of experience required in a particular transaction for the benefit of the Firm's clients.

Additionally, Kirkland believes that to provide high quality, cost-effective representation, the lawyers with the most experience and knowledge should assume a prominent role in offerings. By relying on our extensive experience, Kirkland is able to focus on relevant issues while being sensitive to a client's timing and staffing constraints often present in offerings.

Issuer Representation

Kirkland's capital markets practice covers the full spectrum of corporate financing techniques employed by U.S. businesses. Kirkland regularly represents a large number of issuers on a wide variety of securities offerings, including initial public offerings of common stock, preferred stock offerings, investment grade debt offerings, global multicurrency medium-term note programs, private offerings relying on the resale provisions of Rule 144A, often followed by A/B registered exchange offerings and structured financings. 

Representing issuers as well as underwriters exposes the Firm to a wide variety of issues that arise in securities offerings.  For example, as issuers' counsel, the Firm is primarily responsible for responding to comments received from the Securities and Exchange Commission, allowing the Firm to discuss significant policy changes directly with the Commission. Through these discussions, Kirkland can either persuade the Commission to adhere to existing policies, or we can develop appropriate responses when warranted. The ability to take part in such discussions allows Kirkland to anticipate similar comments in future offerings and to counsel our clients on methods of avoiding substantial delays.

In addition, as a result of Kirkland's extensive private equity practice, the Firm has developed a significant experience in reverse-LBO public offerings, where a company that was taken private or acquired in a leveraged buyout is selling new stock to the public, and in high yield debt offerings with the proceeds used for acquisitions or refinancing of existing debt. 

Underwriter Representation

Kirkland regularly represents major underwriters on a wide variety of offerings, including initial public offerings of common stock, investment grade debt offerings, high yield debt offerings, private offerings relying on the resale provisions of Rule 144A, often followed by A/B registered exchange offers and structured financings. In addition to representing underwriters on discrete offerings, the Firm also serves as designated underwriters' counsel on shelf registration offerings of debt securities by frequent issuers.

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