A significant area of Maynard Cooper’s corporate practice involves securities regulation and corporate finance. The firm regularly represents publicly held companies, as well as individual and corporate shareholders of publicly held companies, in providing advice and support with respect to a wide variety of securities law matters, including compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and various states' blue sky laws. We regularly counsel companies in connection with their Securities Exchange Act reporting obligations, including Forms 10-K, 10-Q and 8-K, including assisting in the preparation and review of proxy statements for both annual and special meetings of shareholders. In this regard, we have significant experience in advising public companies on disclosure controls and procedures, internal accounting controls, Regulation FD compliance issues, and compliance with the Sarbanes-Oxley Act and related SEC rulemaking. Additionally, we represent public company clients whose securities are traded on the New York Stock Exchange, NASDAQ and other securities exchanges and assist these clients in complying with the various listing standards prescribed by these entities.
Maynard Cooper also regularly represents clients in corporate finance transactions involving the sale of debt and equity securities in both the public and private markets. Our attorneys have handled numerous registered underwritten public offerings of debt and equity securities for our clients, as well as stock offerings relating to acquisitions by public companies, representing both the acquiring companies and the companies being acquired. We have experience representing companies in initial public offerings, follow-on public offerings of common stock, trust preferred securities and debt securities, secondary offerings by selling shareholders, going private transactions, Rule 144A debt offerings, exchange offers, rescission offers and private placement transactions, including PIPE transactions. The firm regularly handles private placements of securities for clients ranging from start-up companies seeking growth capital to large public companies seeking to raise capital from the institutional investment community.
The firm has developed significant expertise in dealing with the staff at the Securities and Exchange Commission, including the Division of Corporation Finance, and at the Alabama Securities Commission. In this regard, the firm handles a wide range of issues, including securities registration and exemptions matters, broker-dealer and investment adviser regulation, SEC no-action requests, shareholder proposals, and disclosure issues.
Representative securities and corporate finance transactions include:
- Represented Protective Life Corporation in underwritten public offerings of $800 million aggregate principal amount of senior notes.
- Represented Torchmark Corporation in underwritten public offering of $300 million in senior notes.
- Represented Protective Life Corporation in an underwritten public offering of 15,525,000 shares of common stock
- Represented Alabama National BanCorporation, a Nasdaq listed bank holding company, in its sale to Royal Bank of Canada in a transaction valued at approximately $1.6 billion.
- Represented Computer Programs and Systems, Inc. in connection with its initial public offering of $49.5 million of common stock (including $29.7 million of stock sold by selling stockholders)
- Represented Alabama National BanCorporation in an underwritten, follow-on public offering of approximately $53 million of common stock
- Represented Torchmark Corporation in registered public offerings of $180 million of senior notes and an aggregate of $135 million of trust preferred securities from a universal shelf registration statement
- Represented Alabama National BanCorporation in its registered exchange offer of equity securities, valued at approximately $60 million on Form S-4 in connection with its acquisition of Indian River Banking Company and its subsidiary, Indian River National Bank
- Represented Community Hospices of America, Inc. in the issuance of mezzanine debt financing and convertible preferred stock to finance a hospice company acquisition in a private equity transaction
- Represented IntraMicron, Inc. in connection with its offering of convertible preferred stock in a private placement with Bessemer Carraway Medical Center
- Represented Citizens Bank & Trust in connection with its initial, state-registered public offering of $10 million of common stock
- Represented Source Medical Solutions, Inc. in connection with private placements of cumulative convertible preferred stock and common stock
- Represented Offshore Tool & Energy Corporation in its privatization and delisting from the AIM market of the London Stock Exchange
- Represented a public, NASDAQ-listed company in connection with a registered rescission offer of common stock
- Represented the selling stockholders in a registered secondary offering of common stock of Flag Financial Corporation received by the selling stockholders in connection with Flag Financial’s acquisition of Payroll Solutions, Inc.
- Represented a principal stockholder in connection with an exempt exchange offer of approximately $99 million of common stock with Triad Guaranty Inc.
- Represented selling stockholders in connection with the negotiation of resale registration rights with Russell Corporation.
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