Heller Ehrman's capital markets practice assists our clients in finding and securing the funding they need to grow and prosper. Drawing upon the resources of our attorneys and professionals from across the firm's offices in the United State, Europe and Asia, our capital markets practice leverages our strong relationships with the venture capital and investment banking communities to raise funds through public and private offerings of equity, debt and equity-linked securities.

We are counsel to both emerging growth and established U.S. and international companies covering all industry sectors and are among the most active firms in the United States in representing issuers in initial public offerings. We also regularly represent investment banks as underwriters in securities offering transactions, most of which involve the financing of high-growth technology and life sciences companies that form the foundations of our client base.

Facts About Our Practice

• Ranked 13th for U.S. issuer-side IPO representation from 2000 through 2007 by IPO Vital Signs.

• Ranked fourth in the first quarter of 2008 among PIPE (Private Investment in Public Equity) issuer counsel by PrivateRaise.com.

• Ranked fourth nationally among law firms in raising capital for venture-backed companies in 2007 by Venture Capital Analyst/Dow Jones VentureOne.

• Ranked 14th as Issuer Legal Advisor for US Convertible Offerings in 2007 by Thomson Financial.

• Ranked 14th nationally among asset-backed securities legal advisors in 2007 by Thomson Financial based on number of deals.

Our Capabilities

Equity Capital Markets

Heller Ehrman has substantial experience advising issuers and underwriters in the full range of U.S. and international securities offerings. We assist our clients in drafting and negotiating offering documents, as well as any related legal agreements. We also assist public companies with compliance obligations under the federal and state securities laws, NASD rules and regulations, and stock exchange regulations, including those mandated by Sarbanes-Oxley that are critical both during and after the IPO process.

We work with clients in the preparation and review of disclosure documents and press releases and help clients to set up compliance programs and document retention policies, manage internal investigations and respond to government inquiries. Our attorneys regularly work with corporate management teams, boards of directors and general counsels of public companies of all sizes on day-to-day issues of corporate governance and regulatory compliance, as well as closely related issues involving employment and executive compensation arrangements, director and officer indemnification, D&O insurance matters, financings, mergers and acquisitions and other corporate initiatives.

Debt Capital Markets

We regularly advise issuers and underwriters in the debt capital markets on investment grade and high-yield bond offerings, convertible debt offerings, Rule 144A offerings, shelf registrations and takedowns, medium-term note programs, straight and asset-backed commercial paper programs, eurobond offerings and cross-border financings. We have experience in transactions involving equity-linked debt and near-debt securities, such as convertible notes, exchangeable preferred stock and trust-preferred securities.

Our commercial debt experience includes syndicated and single-bank credit lines, eurodollar offerings, acquisition finance, institutional note placements and private offerings, structured finance, project finance, off-balance sheet finance, capital leases and other debt and quasi-debt capital instruments.

Our debt finance lawyers are familiar with a wide variety of debt instruments and have substantial experience in senior and subordinated debt, mezzanine financings, and second-lien and bridge financings. We have helped revive troubled businesses, protect bondholder investments and retire less favorable debt through exchange offers, consent solicitations and restructurings of the balance sheet. Our clients benefit from our experience in covenant negotiations, knowledge of complex subordination and intercreditor issues and experience in transactions with multiple layers of financing.

High-Yield and Convertible Debt in Private and Public Markets

We have helped companies at all stages of development with private high-yield placements and bridge financings, representing issuers, underwriters, placement agents and initial purchasers in a wide variety of industries and in Regulation FD, Rule 144A, Regulation S and SEC-registered transactions.

Our team of capital markets lawyers regularly advise issuers, agents and investors in connection with private placements of debt and hybrid securities. Private placements may be the funding method of choice for an emerging company, or a viable alternative for raising capital when the public equity markets are unavailable for a well established company.