U.S. and foreign businesses rely on Sullivan's Capital Markets group to handle sophisticated financial transactions worldwide. Clients seek our experienced counsel, practical business acumen, international finance connections, and ability to balance legal and business risks.

We excel in the quick turn-around required in raising or trading capital and in securities law compliance, providing small-firm nimbleness with large-firm expertise. Clients appreciate our responsiveness to their needs, including disclosure, reporting, and enforcement issues. In addition to U.S.-based companies, we have extensive experience representing Israeli issuers globally and provide them with securities law advice.

Our clients comprise a wide range of publicly traded and privately owned businesses, foreign companies and sources of equity capital and debt financing, such as banks, financial institutions, and individual or institutional investors. We facilitate a full range of financing transactions, including among others:

• Initial public offerings (IPOs)
• Secondary public offerings
• Venture capital investments
• Private placements of securities
• Strategic partnerships; and
• Joint ventures

We also regularly handle shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions.

Clients

We represent publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the U.S. ­ with a focus on REITs, technology and the biotech sectors ­ as well as boards of directors and company officers in securities transactions and corporate governance matters. 

We help clients to meet the challenges of state and federal rules, the Sarbanes-Oxley Act, Dodd-Frank Act, the JOBS Act and stock exchange listing standards. We counsel boards of directors and their committees on:

• Fiduciary duties
• Executive compensation
• Company policies and procedures
• Insurance
• Whistleblower complaints
• Bylaw provisions
• Clawback policies
• Risk management
• Auditor independence
• Internal control over financial reporting; and
• Other compliance issues

With experienced lawyers from multiple, seamlessly connected departments within the firm, we represent management, boards, audit and other committees, as well as individual executives, employees and directors. We also provide corporate governance counseling for mutual funds and their directors through our Investment Management Group.

Delivering on Your Next: Case Studies

Assisting a REIT grow into new markets with an historic IPO

Challenge

A long-term REIT client needed help with an IPO aimed at enhancing the company's value and ability to own and lease industrial and logistics properties throughout the U.S., as well as reducing its leverage.

Getting to Next

We worked hand in hand with the client, advising and setting up a governance structure that responds to complex tax and governance concerns. As part of the IPO process, we helped the client enter into a new $750 million credit facility, amend its credit facility, transfer properties and restructure subsidiaries. 

Results

The IPO of the client’s common shares raised $480 million in gross proceeds, making it the largest IPO in Sullivan's history and the first of 2018 in the U.S. The offering helped expand the client's business by focusing on properties that may benefit from the growth of e-commerce and on-line shopping. Howard Berkenblit and Ben Armour led the IPO team, along with Shu Wei. Sullivan’s efforts also included assistance and support from additional corporate attorneys, including Harry Nicole Rives and Lindsey Getz, a tax team led by Ameek Ponda and Brian Hammell, and a real estate team led by Lou Monti, all of whom contributed to the success of the offering and the related transactions – a firm-wide accomplishment.

Guiding a strategic transaction for a New England-based client

Challenge

Our client - a global leader in storage and information management services - ­needed help with concurrent equity and debt offerings, the proceeds to be used to finance its strategic acquisition of a leading collection data center services provider.

Getting to Next

Bringing in other Sullivan expertise, we worked on the capital raising and the debt offering, integrating the client's REIT and protecting its tax benefits. 

Results

The client announced the acquisition in December 2017 and priced  an underwritten public offering of $617 million of its common stock along with a private placement of $825 million of senior notes. The acquisition represented a significant expansion of our client's data center business.

Accolades

• U.S. News – Best Lawyers “Best Law Firms” 2022
• Securities/Capital Markets Law, National (Tier 2);
  Boston (Tier 1)
• Corporate Governance Law, Boston (Tier 1)

Corporate Governance Regulatory Compliance Checklist

Private Company Governance and Recordkeeping Regulatory Compliance Checklist

Periodic Reporting and Communications Regulatory Compliance Checklist

Representative Client Work

Our recent experience includes two senior debt offerings by REITs and an offering of American Depositary Shares by a manufacturer of 3D printers for electronic circuit boards. Total gross proceeds raised in these offerings are nearly $1.5 billion (on top of the over $10 billion we helped our clients raise in the past three years in the public markets). 

Here is a selected sample of recent Capital Markets clients and experience:

Securities

• Issuers or underwriters in four IPOs in the biotechnology and technology industries
• Office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt
• Ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A equity and debt offerings
• Represented REIT as issuer in first initial public offering (IPO) of 2018.
• Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
• Public senior living community operator in a convertible note offering
• Lead underwriter in several follow-on public equity offerings by a biotech company
• Public companies acquisitions with both registered and unregistered stock consideration
• Various companies in self-tender offers for outstanding notes
• A private financial services firm in a $700 million 144A debt offering
• A foreign software company in an acquisition and a going private transaction involving U.S. software company
• A REIT in an acquisition and public spinoff of a travel center company
• A biotech company in multiple "registered direct" offerings of common stock and warrants
• A medical devices company traded on the Tel Aviv Stock Exchange in its ADR listing on Nasdaq followed by a $47 million public offering
• Software and technology companies in equity and convertible note PIPEs
• A financial services company in switching its listing from Nasdaq to NYSE
• Companies whose shares were quoted on the OTC markets with uplisting to Nasdaq

Corporate Governance

• Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
• Advised on financing alternatives under the JOBS Act
• Developed compliance charters, policies and procedures
• Counseled board committees and independent directors
• Offered guidance on procedures for and responses to whistleblower allegations
• Advised on adoption of executive compensation "clawback" policy
• Facilitated development and oversight of executive compensation plans
• Developed disclosure and social media policies
• Counseled officers and directors on fiduciary duties and state law governance practices

Useful Resources

Below are some third party resources that you may find useful. Sullivan & Worcester did not prepare the items linked to below and is not responsible for their content.

The publications and resources above primarily relate to public companies and mature private companies. These materials generally relate to U.S. federal securities laws and rules and regulations of U.S. agencies, such as the SEC and the Public Company Accounting Oversight Board, and self-regulatory organizations, such as the New York Stock Exchange, American Stock Exchange and Nasdaq. Sullivan & Worcester also advises smaller private companies on all matters relating to corporate governance. In addition, our Capital Markets Group assists clients in complying with corporate governance requirements and other rules and regulations under state law, including in Delaware, Massachusetts and New York, among others.