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We bring to the table exceptional and sophisticated experience representing US and international clients in some of the most complex, cutting-edge and demanding capital markets transactions. During his 20-year career, Avi has represented US and international issuers, underwriters, private equity sponsors and portfolio companies, investment banks, placement agents, management and selling shareholders, corporate trustees, agents and other market participants in equity and debt capital markets transactions, disclosure and corporate governance matters and corporate and securities regulatory issues.  Our location in Manhattan, NY, which is one of world's great centers of capital, puts us in a unique position to represent US and international clients with their capital raising transactions.

  • Advising clients about the recent JOBS Act reforms to Regulation D and Rule 144A private offering rules that are designed to make private capital raising in the United States easier by, among others, eliminating the prohibitions against "general solicitation" and "general advertising" in private securities offerings. Advising issuers and placement agents with respect to the new “bad actor” disqualification requirements for Regulation D private offerings of securities that were introduced recently by the JOBS Act. 

 

  • Representing management and selling shareholders in the secondary sale of their stock as part of a public offering of the issuer company.

 

 

 

Debt Capital Markets

 

Avi has over 20 years of experience in debt capital markets transactions and matters, including:

 

  • Representing US and international issuers/borrowers, initial purchasers and sponsors, corporate trustees and agents in numerous complex Rule 144A/Regulation S high yield bond offerings. Avi's expertise extends beyond practicing debt capital markets; he is one of the foremost presenters and teachers of debt covenants and debt structuring issues. Avi is the creator of The Irreverent Indenture (© 2002-2014, Avinash V Ganatra, All Rights Reserved), a fully animated multimedia presentation that brings to life the intricacies of debt covenants and leveraged finance concepts in an engaging manner by combining animation, illustration and music with his dynamic spoken presentation. He has conducted several successful workshops featuring The Irreverent Indenture for banks, financial institutions and companies in New York, London and Amsterdam that have attracted hundreds of attendees.

 

  • Drafting high yield offering memoranda. Drafting and negotiating high yield indentures, purchase agreements, registration rights agreements, security agreements and intercreditor agreements. 

 

  • Representing borrowers, lenders and placement agents in Section 4(a)(2), Regulation D/Regulation S private placements of debt securities. Drafting private placement memoranda, subscription agreements, placement agency agreements and other customary private placement documents.

 

  • Advising clients about the recent JOBS Act reforms to Regulation D and Rule 144A private offering rules that are designed to make private capital raising in the United States easier by, among others, eliminating the prohibitions against "general solicitation" and "general advertising" in private securities offerings. Advising issuers and placement agents with respect to the new “bad actor” disqualification requirements for Regulation D private offerings of securities that were introduced recently by the JOBS Act. 

 

 

 

Securities and Financial Regulations

 

Avi has over 20 years of experience in providing high level and mission-critical securities and financial regulatory advice, including:

 

 

  • Advising US and international corporations and financial and banking institutions on complying with the Securities Act of 1933 and Securities Exchange Act of 1934 and rules and regulations thereunder governing public offerings, private placements and M&A transactions. 

 

  • Advising public companies in the United States on complying with their periodic reporting obligations under the Securities Exchange Act of 1934, including the preparation of proxy statements and Form 10-Ks, 10-Qs and 8-Ks.

  

  • Advising clients on FINRA regulations, including RN 10-22 private placement rules and Rule 5122 / 5123 filings.

  

  • Counseling clients on the listing and corporate governance rules of the NYSE and NASDAQ.

  

  • Providing regulatory compliance advice with respect to the Investment Advisers Act of 1940, Investment Company Act of 1940, Dodd Frank Act, JOBS Act, Sarbanes Oxley Act and regulations thereunder affecting capital raising, reporting and financial regulatory matters.

Equity Capital Markets

 

Avi has over 20 years of experience in equity capital markets transactions and matters, including:

 

  • Representing US and international issuers, underwriters and private equity sponsors in initial public offerings, secondary and follow-on offerings, shelf takedowns, rights offerings and other public offerings of equity securities, including convertible preferred stock, warrants, equity-linked and hybrid securities.

 

  • Preparing and filing registration statements with the US Securities and Exchange Commission (SEC) and navigating clients through the complex SEC review and comment process.

 

  • Representing US and international issuers and placement agents in numerous Section 4(a)(2), Regulation D/Regulation S private placements of common stock and preferred stock, including PIPES. Drafting private placement memoranda, subscription agreements, placement agency agreements and other customary private placement documents.

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