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Overview

Calfee’s Capital Markets/Securities Transactions practice offers a wealth of experience representing public companies, including NYSE and NASDAQ-listed issuers, as well as a strong history, unique in our region, of representing financial services providers such as banks, broker-dealers and investment advisers with respect to capital markets and securities and regulatory compliance matters.

This experience is evidenced by our firm’s representation of issuers and underwriters in connection with more than 230 public and Rule 144A debt and equity offerings since 1981, with aggregate proceeds from such offerings in excess of $45 billion. Our securities expertise, coupled with long-standing investment banking relationships, drive a sophisticated capital markets practice at Calfee.

Over the past decade, we have served as counsel to issuers or underwriters approximately 50 registered public offerings. Our issuer clients have ranged in size from community banks with market caps of less than $200 million to S&P 500 manufacturing companies with market caps of more than $10 billion. Our underwriters’ representations have included investment banks such as Bank of America Merrill Lynch, Goldman Sachs Co., JPMorgan Chase, Morgan Stanley, Deutsche Bank, UBS Investment Bank and Sandler O’Neill & Partners, L.P. 

Consistent with Calfee’s Capital Markets expertise, we have substantial experience in guiding issuers through the Initial Public Offering process, as we have represented issuers and underwriters with respect to 20 IPOs completed since 1991. Our firm has participated in most of the IPOs completed in Northeast Ohio during the past 25 years, as well as a number of IPOs in other parts of Ohio and outside of the state.

Practice members also assist clients with public and private offerings of securities, regulatory compliance and reporting, proxy solicitations and proxy fights, takeover preparedness and public company M&A activities, tender offers and securities litigation before the Securities and Exchange Commission, self-regulatory organizations, and federal and state courts. We also work with investment bankers in connection with fairness opinions, mergers and acquisitions, financings and other engagements.

In addition to serving on numerous advisory boards and boards of directors of its clients, Calfee lawyers are active in their local communities and also have had many articles published on various M&A, securities and corporate governance topics. 

The Securities and Capital Markets practice group counts among its members a former adjunct law professor on M&A at Cleveland-Marshall College of Law and member of the Board of Advisers and Editor of Corporate Counsel.net, John J. Jenkins.

Noteworthy

Chambers USA Band 2 Ranking (Ohio)

For more than a decade, Calfee has been ranked by Chambers USA: America’s Leading Lawyers for Business, an industry-leading legal resource for professionals in search of qualified, experienced legal counselIn 2018, Chambers USA researchers reported that clients praised Calfee's Corporate/M&A group for “its high level of knowledge and sophistication...They provide big-league legal service at medium market rates. It's good value for our money, and more importantly, they are trusted advisors.”

Chambers researchers further stated that Calfee's Corporate and Capital Markets group is “an impressive team with a strong track record across a broad range of corporate and transactional matters, acting on behalf of public and private businesses and financial institutions. Areas of excellence include M&A, securities offerings and private equity and venture capital fund formation. [They] also offer notable capital markets expertise, with particular strengths in acting for underwriters."

U.S.News – Best Lawyers "Best Law Firm" Rankings

Calfee was selected for inclusion in the 2019 "Best Law Firms" rankings by U.S.News –Best Lawyers in America in the following areas:

  • Corporate Law (National Tier 1 and Metropolitan Tier 1 Cleveland and Columbus)
  • Securities Regulation (National Tier 3 and Metropolitan Tier 1 Cleveland)
  • Corporate Compliance Law (Metropolitan Tier 2 Cleveland)
  • Corporate Governance Law (Metropolitan Tier 2 Cleveland)
  • Securities/Capital Markets Law (National Tier 3 and Metropolitan Tier 1 Cleveland)

IFLR1000 Elite DealMakers Rankings

Calfee was ranked in the IFLR1000 United States Guide to USA's Leading Financial & Corporate Law Firms "Elite Dealmakers" 2018 in the areas of Capital Markets (Recommended) and Corporate and M&A (Tier 2). Clients responding to the IFLR1000 survey reported the following:

"Calfee solves problems. They have a deep bench with complete understanding of clients' needs. They are focused, hardworking and get the job done. They are competitively priced."

“Calfee, Halter & Griswold consistently goes above and beyond on providing sound counsel to our company. They are extremely responsive and even work on the weekends when an acquisition is ready to close. They anticipate our needs and will suggest alternative methods for solving legal issues. We are lucky to have them represent us."

"Calfee is a sophisticated law firm with good depth across many practice areas. The lawyers have a strong sense of client service and are responsive to our needs."

"Second to none. We have used every major law firm in the market and no one has the depth of expertise and high level of service."

"They are excellent. I would recommend them. We have not used them significantly before this past year, and the work we used them for was M&A and IP assistance. They have been an impressive law firm to work with."

"Calfee is an excellent law firm. Their lawyers are extremely knowledgeable and pleasant to work with."

Professionals

Experience

Experience

Transactional/Counseling Engagements

Calfee’s Capital Markets/Securities Transactions group has advised our public company clients in connection with a number of complex transactions, securities compliance and corporate governance matters. Notable public company projects in the past several years include:

  • Acted as counsel to The J. M. Smucker Company with respect to its approximately $3.0 billion acquisition of the Folgers Coffee Business from Proctor & Gamble in a complex “Reverse Morris Trust” structure. P&G consolidated its Folgers Coffee Business under a new wholly-owned subsidiary of P&G ("Newco"). Prior to the split-off of Newco, P&G received a dividend of $350 million in cash from Newco.  On the closing date of the transaction, P&G split-off Newco to P&G shareholders in an exchange offer.  Newco then was merged with Merger Sub (a wholly owned subsidiary of The J. M. Smucker Company), with Newco as the surviving corporation, and holders of Newco common stock (the P&G shareholders electing to participate in the split-off) were issued Smucker common shares.
  • Advised RPM International Inc. in connection with the corporate, strategic and financing aspects associated with the Chapter 11 reorganization proceeding of two non-operating subsidiaries in order to resolve asbestos claims associated with Bondex International, Inc.
  • Advised several clients, including Agilysys, Inc., LNB Bancorp, Inc. and DATATRAK International Inc. in connection with proxy contests with activist shareholders and advised Invacare Corporation in connection with responding to shareholder proposals and related shareholder discussions. Representations included significant counseling on proxy solicitation rules and regulations and interactions with the SEC on behalf of our clients, as well as substantial involvement in strategic considerations and shareholder communications in connection with such contests and proposals (including “fight letters” and ISS/related shareholder service recommendations) and settlement negotiations and documentation.
  • Acted as counsel to LNB Bancorp, Inc. and National Bancshares Corporation in connection with their public company merger transactions completed in 2015.
  • Acted as special counsel to MTD Products Inc. in connection with the negotiated repurchase of a significant minority stake in MTD.
  • Advised LNB Bancorp, Inc. in its issuance of $25 million in preferred stock to the U.S. Treasury under the TARP Capital Purchase Program, and the subsequent resale of the preferred stock by the U.S. Treasury in a public offering. Further advised LNB regarding the compensation restrictions and related disclosure considerations applicable to recipients of TARP funds.
  • Advised DATATRAK International, Inc. in connection with the delisting of its Common Shares from NASDAQ and the subsequent deregistration of its securities under the Securities Exchange Act of 1934. In connection with such engagement, advised DATATRAK with respect to various aspects of the deregistration process, including preparing and negotiating a no-action request with the SEC in order to complete the deregistration process. 

Recent Public Offerings

Consistent with our long-standing capital markets practice, during the past several years the group represented issuers and underwriters in the following public and 144A offerings:

  • Represented Underwriters (including Bank of America Merrill Lynch, Goldman Sachs Co., JPMorgan Chase, Morgan Stanley, Deutsche Bank and UBS Investment Bank) in connection with more than 25 public offerings in the last decade for Welltower Inc. (formerly Health Care REIT) (NYSE: HCN), including two common stock offerings in 2014 and a common stock and two Senior Note offerings in 2015. The 2015 equity offering had the distinction of being the largest overnight common stock offering completed since 2013. Likewise, the 2014 offerings were the largest overnight common stock offerings completed by a NYSE-listed company in 2014. 
  • Acted as counsel to Fairmount Santrol Holdings Inc. in connection with two primary Common Stock offerings raising in excess of $480 million, as well as a $200 million secondary Common Stock offering by the Company's largest stakeholder, American Securities (a substantial private equity fund).
  • Acted as counsel to Invacare Corporation in connection with two Convertible Note offerings raising in excess of $250 million.
  • Acted as counsel to RPM International Inc. in connection with Senior Note and Convertible Note offerings raising approximately $1.9 billion.
  • Represented Sandler O’Neill & Partners, L.P., as Underwriter, in a public offering of senior notes by Old National Bancorp (Nasdaq: ONB).
  • Acted as counsel to The J. M. Smucker Company in connection with a Senior Notes offerings raising $1.6 billion.
  • Acted as counsel to Chart Industries, Inc. in connection with two Convertible Note offerings raising in excess of $500 million.
  • Represented Underwriters (including Barclays Capital, Credit Suisse, Goldman Sachs & Co., JPMorgan Chase, KeyBanc Capital Markets, Morgan Stanley, RBS Greenwich Capital, Scotia Capital, and UBS Investment Bank as joint book-running managers) in connection with multiple debt offerings for Ohio Edison, Toledo Edison and The Illuminating Company, electric utilities and subsidiaries of FirstEnergy Corp., raising more than $1.2 billion.
  • Represented Initial Purchasers (Barclays Capital, Goldman Sachs & Co. and J.P. Morgan as joint book-running managers) in connection with a 144A offering of $400 million aggregate principal amount of Senior Notes of American Transmission Systems, Incorporated, a regulated transmission utility and subsidiary of FirstEnergy Corp.
  • Served as Ohio counsel for entities affiliated with Ohio Edison, Toledo Edison and The Illuminating Company (the “Issuers”) in connection with an approximately $450 million public offering of pass-through certificate in trusts formed in connection with this complicated stranded cost securitization.

News & Events

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"Calfee is an excellent law firm. Their lawyers are extremely knowledgeable and pleasant to work with."

IFLR1000 "DealMakers 2018 Rankings, quote from Calfee Capital Markets client

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