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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.
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