Kramer Levin Naftalis & Frankel LLP's Corporate Department regularly represents both issuers and investment banks in capital market transactions.  Our attorneys act in a wide range of securities offerings involving industries as diverse as biotechnology and technology, apparel, transportation, leisure and gaming, energy and utilities, and businesses in the financial services sector.  Our knowledge and experience ensure an efficient due diligence and drafting process, and enable our clients to respond quickly to take advantage of conditions in the public markets.  We represent issuers, investors and financial institutions in connection with private placements, including institutional private placements under SEC Rule 144A.  These transactions involve equity securities (including convertible preferred stock), debt securities (both secured and unsecured), asset-backed securitization transactions, warrants and privately and publicly owned investment funds.  We are active in structuring and implementing a large number of private investments in public equity (“PIPE”) transactions for both companies and placement agents. We represent management teams and underwriters in initial public offerings of special purpose acquisition companies. Many of our transactions involve foreign private issuers or have other cross-border implications.  In all of these matters, we assist in structuring the transaction and expedite the due diligence, drafting and, when applicable, SEC review processes.

Kramer Levin recently received the M&A Advisor middle-market financing “Law Firm of the Year” award, acknowledging the firm's diverse and complex portfolio of debt and equity financing deals within the middle-market.  Chambers USA and Legal 500  have consistently recognized the firm as a leader in this space. Additionally, in January 2008 DealFlow Media ranked Kramer Levin #5 overall for private investment in public equity (PIPE) transactions for number of placements advised, #9 for initial public offering (IPO) total dollars advising underwriters and #3 for total number of special purpose acquisition company (SPAC) IPOs advising underwriters. In the October 2008 SPAC Report of DealFlow Media Kramer Levin was in the top 10 ranking for initial public offering (IPO) total dollars advising underwriters.

Recent transactions include:

• represented global provider of technology services and products to the gaming industry on a major refinancing, including a new $850 million credit agreement and a new high yield bond offering for $200 million in senior subordinated notes in a private offering to institutional buyers;
• represented leading provider of risk management and corporate governance products and services in its $245 million initial public offering and listing on the New York Stock Exchange;
• represented leading European shopping and entertainment center developer in its $308 million initial public offering on the Official List of the London Stock Exchange and concurrent 144A private placement in the United States; 
• represented a major investment bank as underwriter in the $260 million special purpose acquisition initial public offering of a major computer software development company; 
• represented Asia's largest calcined petroleum coke manufacturer in its $235 million Rule 144A bond offering; and 
• represented lead underwriter in aerospace industry $50 million initial public offering.