Advised on Admission to Trading, £17 Million Fundraising
Advised Samarkand Group PLC, a cross-border e-commerce technology and retail group, on the admission of its ordinary shares to trading on the APEX segment of the Aquis Stock Exchange Growth Market in the U.K. The significantly oversubscribed fundraising was scaled up from its original £10 million target to accommodate demand from institutional and qualified investors. The final amount raised was £17 million (before expenses) at an issue price of 115 pence per share. The net proceeds will be used primarily for the expansion of Samarkand’s business development activities and to progress the Nomad platform, its proprietary software platform.
Represented Medical Technology Company in IPO
Supported a medical technology company in completing its Initial Public Offering and trading on the Nasdaq.
Counseled Government Investment Vehicle in Formation and Launch
Assisted local governments and SEC-registered investment manager in forming and launching a pooled investment vehicle for local governments in Missouri.
Regulatory and Compliance Counsel Across Industries, Including with the FDA, DOJ, SEC and FTC
Provided regulatory and compliance counsel to clients in various industries, including matters involving the Food and Drug Administration, the Department of Justice, various agencies that govern import and export controls, the Securities and Exchange Commission and the Federal Trade Commission.
Joint Venture Restructuring and Related Fund Raising
Advised an LSE-listed mining company in the restructuring of its joint venture in Canada, and $3 million fundraising through convertible notes and shares.
Registered or Secured Exemptions for $600 Million Church Extension Fund
Acted as registration counsel for large church extension fund and obtained registration approvals or exempt filings under Blue Sky Laws in 49 jurisdictions on annual basis.
Issuer Counsel to Health Care/Fintech Emerging Company
Negotiated multimillion-dollar Series Seed funding round for Missouri company with health care and financial technology product. Investors included leading venture capital firms from Chicago and St. Louis.
Led Capital Raises for Missouri Medical Marijuana Licensees
Served as lead counsel for a half-dozen emerging companies seeking capital in late 2019 and early 2020 as new licensees under Missouri’s Medical Marijuana Constitutional Amendment. The aggregate value of the various offerings of equity securities and convertible promissory notes exceeds $40 million and involved more than 30 facility licenses.
Advised on the Public Takeover of an AIM-Quoted Oil and Gas Company
Advised AIM-quoted oil and gas exploration company in connection with the acquisition of all its outstanding securities by way of a scheme of arrangement under English law.
Advised on the Reverse Takeover of an AIM-Quoted Oil and Gas Company and the Acquisition of Egyptian Oil and Gas Assets
Advised AIM-quoted oil and gas company in its acquisition of oil and gas interests in Egypt, contemporaneous reverse takeover and equity fundraising.
Advised an Oil and Gas Company on its Introduction to AIM
Advised an exploration and production oil and gas company on its introduction to AIM.
Formation of Qualified Opportunity Fund, Opportunity Zone Business
Assisted a client with the formation of a qualified opportunity fund and a qualified opportunity zone business, including drafting all fund offering documents for a $4 million capital raise to fund a hotel development.
£13.57 Million Subscription, Placement by Oil and Gas Company
Advised AIM-quoted oil and gas company on its subscription and placing to raise an aggregate of £13.57 million.
£34 Million AIM Share Subscription and Placements
Advised on share subscription and placements for a U.K. natural resources company listed on the AIM Market of the London Stock Exchange.
Managed Accelerator Program’s Onboarding and Capital Investments for Startup Company Participants
Assisted utility client with onboarding of and capital investments in startup technology companies as part of accelerator program in coordination with a local university and capital investors. Assisted with closing investments in more than a dozen program participants.
Obtained Securities Registration Exemption in Construction of New Mill
Assisted client with obtaining securities registration exemption for Missouri new generation processing entities for purpose of construction of new mill. Worked with Missouri Agricultural and Small Business Development Authority and the Missouri Securities Division to secure the exemption paving the way for capital formation necessary for construction of a new facility.
Advised a SPAC on its Admission to the Standard Segment of the Main Market
Advised a SPAC on its admission to the standard segment of the Main Market.
Assisted Private Fund Client with Launch, Registration
Assisted private fund client with launch of fund and registration of fund manager. Representation included licensure in Colorado, which does not offer traditional fund adviser registration exemption.
$10 Million Private Placement
Served as issuer’s counsel in a $10 million private placement of Series B preferred equity.
$20 Million Preferred Stock Private Placement, Warrant Issuance
$20 million preferred stock private placement and warrant issuance for public company.
Going Private Transaction for Bank Holding Company
Exchange Act registration of bank holding company and subsequent going private transaction upon enactment of JOBS Act.
Initial Fundraising for Food Industry Startup
Initial fundraising for food industry startup and subsequent capital raises.
Successful Resolution of Securities Class Actions
Successful resolution of securities class actions related to proposed acquisition asserting claims of breach of fiduciary duty by target corporation in acquisition.
Tender Offer Takeover
Representation of publicly traded company in tender offer takeover.
£17.5 Million Return of Cash for AIM-Quoted Oil and Gas Exploration Company
Advised AIM-quoted oil and gas exploration company on the return of cash (approx. £17.5 million) to shareholders following a sale of its flagship Sugarloaf asset in Texas.
Advised Petrol Retailer on Dual Listing and €91.7 Million Fundraising
Advised petrol retailer on the English law aspects of its application to dual list on the AIM market of the London Stock Exchange and ESM of the Irish Stock Exchange and contemporaneous €91.7 million placing.
£450 Million Rights Issue
Advised a multinational online payments company in a £450 million rights issue, listed on the London Stock Exchange and sold to U.S. investors in a Rule 144A offering.
$8 Billion+ Bond Offerings
Advised a British multinational brewing and beverage company in multiple bond offerings totaling in excess of $8 billion in proceeds.
£100 Million Rights Offering
Advised the placement agents in the £100 million share rights offering for a leading U.K. retailer.
£157 Million Share Placing
Advised a leading U.K. real estate investment company in a £157 million share placing.
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