Capital Markets and Securities

Haynes and Boone began as a firm focused on corporate securities in 1970 and we have maintained this focus. Today we have 84 lawyers in our Capital Markets and Securities Practice Group. We are securities counsel to more than 70 public companies ranging in size from small cap companies to large cap multi-national business entities. We represent clients traded on all of the major U.S. securities exchanges, as well as the OTCBB and “pink sheets” and many foreign markets such as the London Stock Exchange Alternate Investment Market (AIM), and the Toronto Stock Exchange. While we represent clients in a broad range of industries, we have significant experience in the energy, banking, technology, manufacturing, financial, hospitality and transportation industries. We also represent investment banks as underwriters and placement agents in capital markets transactions.

Since 2009, we have represented our clients in more than 20 offerings with proceeds of more than $5 billion.

Capital Markets

We have represented clients in all types of capital markets transactions, including:

• Initial public offerings
• Follow-on public equity and debt offerings
• Rule 144A high yield, investment grade and convertible debt offerings for both public and private companies
• Shelf registration statements and takedowns
• Secondary offerings
• Rights offerings
• Registered direct offerings
• Private placements
• Exchange offers
• Cash and debt tender offers
• Consent solicitations
• PIPE transactions
• Offerings on the AIM, under the Multi-Jurisdictional Disclosure System with Canada, and other international transactions
• Structured products and hybrid securities
• MLP structured transactions

Please see “Representative Experience” for a summary of recent transactions we have handled for our clients.

Periodic Reporting and Compliance

Through our role as outside securities counsel and the experience that several of our lawyers have gained with having formerly worked for the SEC, we have developed considerable in-depth and up-to-date experience in representing clients in their periodic reporting, public disclosure and Securities Exchange Act compliance issues. We regularly counsel our clients on the following issues:

• Annual, quarterly and other periodic reports
• Proxy statements and shareholder proposals
• Press releases and analyst presentations
• Responses to SEC comment letters
• Sections 13 and 16 reporting and compliance
• Initial and continued listing standards of the securities exchanges

We have represented clients in complex issues dealing with acquired company financial statements, restatements of financial statements, and shareholder proposals.

Corporate Governance

We advise boards of directors, audit committees, compensation committees, and committees of independent directors, on a broad range of governance and transactional matters as wells as “best practices” to meet the high standards expected of members of a public company board of directors. Our public company board representation includes advice on:

• Director fiduciary duties, including conflict of interest transactions, going private transactions, proxy contest and other merger and acquisition transactions
• Board and committee structure
• Governance programs and policies
• Implementing compensation programs and agreements
• Sarbanes-Oxley and the Dodd-Frank Act compliance
• Internal and external investigations
• Structure and fairness of MBO, LBO and other major corporate transactions