Cadwalader counsels companies, investors, and financial institutions in the full range of financing transactions that provide businesses with seed and working capital.

Our clients include public and private companies both domestic and international, ranging from entrepreneurial start-ups to mature multinational corporations operating in virtually every industry and service sector. We also represent significant financial institutions, including banks, brokerage houses, insurance companies, pension funds, and venture capital funds in corporate finance and securities matters.

We advise issuers, underwriters and investors in the public and private placement of all forms of debt and equity securities, including:

• initial public offerings
• exchanges and secondary offerings
• private placements of equity and debt securities, including those involving foreign and domestic purchasers and issuers, venture capital transactions and Regulation S and Rule 144A transactions
• workouts of senior and subordinated debt
• convertible debt and equity securities
• high yield debt financings
• the issuance of commercial paper in the U.S. and Eurodollar markets
• hybrid securities

We often advise clients on the structure of the transaction and introduce clients to possible lenders and underwriters.

Seed, Angel, Mezzanine and Venture Capital Financings
We counsel companies in seed, angel, mezzanine, and venture capital financings. With significant expertise in representing start-up ventures, we also represent the venture capital and investment institutions, strategic investors, and individuals that finance such ventures. A principal component of this practice involves the representation of hedge funds — both domestic and offshore, leveraged and unleveraged, and those formed to invest in distressed debt and troubled companies. In addition to domestic offerings, Cadwalader works in conjunction with U.K. qualified solicitors in our London office to handle Rule 144A placements, Regulation S offerings and international securities offerings, including those with significant U.S. tranches. Our venture capital expertise extends to a wide variety of investment transactions where we represent some of the most sophisticated participants in the area.

Public Offerings
The firm has significant expertise in bringing first-time issuers public, including small businesses and those involved in newly-emerging industries.  This initial representation frequently continues as our corporate attorneys act as outside general counsel, overseeing complicated federal and state disclosure and filing requirements and counseling on a broad range of business, commercial and governance matters.

We also offer expert counseling in secondary offerings, especially recapitalizations, and refinancings of senior and subordinated debt. Our recapitalizations have frequently involved Rule 144A offerings followed by public exchange offers–a technique Cadwalader has used on behalf of formerly public Fortune 500 companies that recapitalize using Rule 144A placements of high yield debt in contemplation of subsequent public offerings.

Hybrid Securities
Cadwalader is a leader in developing hybrid securities that are treated as indebtedness for tax purposes and qualify as "tier 1 capital" for bank regulatory purposes and for partial equity treatment by the rating agencies, having handled the first such transaction in the marketplace. Cadwalader’s lawyers offer our clients the ability to structure similar innovative hybrid offerings customized to specific requirements.

Other Financing Transactions
We also provide clients with expertise in raising funds for operational and transactional purposes through the issuance of investment grade bonds and high yield, non-investment grade bonds that carry a higher yield than investment grade bonds to reflect additional default risk.

Service Arrangements
Our attorneys also structure and negotiate a wide variety of strategic alliances and similar arrangements, including traditional joint ventures, licensing arrangements, technology swaps and sales, marketing and distribution arrangements, and consulting service arrangements.

The firm is widely respected for the ability of its partners to structure and coordinate all aspects of complex deals and to collaborate closely with colleagues in such ancillary legal areas as antitrust, environmental law, employee benefits, insolvency, litigation, and tax. In addition, we are proficient at coordinating and guiding teams of other professionals, such as accounting, actuarial, and investment banking firms, to complete transactions in the most efficient, effective manner.