Securities

Conner & Winters has one of the largest and broadest securities law practices in the Southwest.  The attorneys in this section have in-depth experience in a broad range of securities matters.  Our clients range from small sole proprietorships to New York Stock Exchange listed companies.

We provide full-service securities law representation on matters such as:

• Compliance with periodic public company reporting
  (Forms 10-K, 10-Q and 8-K)
• General public disclosure compliance (Rule 10b-5 duties)
• Proxy solicitation/compliance requirements
• Rule 144 compliance
• 14a-8 shareholder proposal issues
• Regulation 13D/G compliance
• Regulation FD compliance
• Insider securities ownership reporting and short-swing profit liability
• Advice on insider trading compliance and disclosure issues
• Assistance with Securities and Exchange Commission investigations and enforcement actions
• Sarbanes-Oxley compliance
• Investment Company Act/Investment Advisers Act compliance
• Stock Exchange/NASDAQ compliance matters
• Administrative proceedings
• Broker-dealer regulation compliance
• Proxy and take over contests

Recent Transactions

Over the years our securities practice has taken major companies public, and we routinely handle large corporate transactions ranging from corporate sales to financings.  These matters quite often are team efforts by our securities and corporate governance/corporate services attorneys.  We have handled recent transactions including:

• Disposition of a publicly held client company in a stock for stock merger with another public company in a transaction having a value in excess of $300 million
• Disposition of a privately held client company in a cash for stock merger with a publicly held acquirer in a transaction having a value in excess of $340 million
• Private placement of debt securities by a publicly held client in a Rule 144A transaction followed by a publicly registered exchange offer for the debt securities
• An exchange offer (with exit consents) of new debt securities for outstanding debt securities in a Rule 144A transaction followed by a publicly registered exchange offer for the new debt securities
• The sale of Vintage Petroleum, Inc., a public company listed on the New York Stock Exchange, to Occidental Petroleum Corporation, a public company also listed on the New York Stock Exchange, for approximately $4 billion in stock and cash.  The Firm represented Vintage in all facets of the transaction, including the negotiation and execution of the merger agreement, counseling the board of directors with respect to its fiduciary duties, the filing of a registration statement with the Securities and Exchange Commission, and Hart-Scott-Rodino, real estate, banking, finance, employee benefit and tax matters, including the rendering of a tax opinion with respect to certain tax consequences of the transaction.  Prior to its acquisition, attorneys at the firm had represented Vintage in five public equity offerings, including its initial public offering, two public debt offerings and three Rule 144A private debt offerings, all of which raised aggregate net proceeds of approximately $1.2 billion.
• A 144A offering of $70 million of convertible notes by Willbros Group, Inc.
• A Rule 506 PIPEs offering of $84.5 million of convertible notes
• A Rule 506 PIPEs offering of $52 million of common stock and warrants
• A private placement where the client sold common stock in a subsidiary company for $155 million
• Several recent 144A offerings by LSB Industries, Inc., totaling $20 million
• Two Rule 506 PIPEs offerings by Matrix Service Company including an offering of $30 million of convertible notes and an offering of $15 million of common stock
• A Rule 506 PIPEs offering by Global Power Equipment Group, Inc. of $69 million of convertible notes
• Public offerings by Black Hills Power, Inc. of $75 million of first mortgage bonds and of $250 million of senior notes, including S-1 and S-3 resale registration statements for each of these transactions

In addition, the firm has represented:

• Perma-Fix Environmental Services, Inc., in connection with 144A offerings and several recent PIPEs transactions totaling $35 million
• Jameson Inns in connection with its issuance of 7.0% convertible senior subordinated notes due 2010 in a PIPEs offering, followed by an S-3 registration
• A private energy company in connection with a private placement sale of capital stock for $71 million
• ADDvantage Technologies Group, Inc., in connection with an S-3 registration of common stock

Public Offerings

Our securities practice group ranks among the leaders in our region in handling public debt offerings for companies of all sizes.  We handle all aspects of offerings, from the underwriting requirements, to the SEC filing, to compliance with disclosure issues.

Private Offerings

We also represent issuers and private equity investors in private finance transactions.  Our experience in this area includes high-yield debt and complex financings.

Brokerage Firms and Industry Professionals

Conner & Winters has long been involved in representing issuers, broker-dealers, affiliated persons and industry professionals in connection with investigations and administrative proceedings by securities and commodities regulatory authorities.  We also assist clients in their curative efforts addressing prior compliance problems.

Securities Litigation and Arbitration

Our representation of the securities industry includes the defense of broker-dealers, affiliated persons, and industry professionals in federal and state courts.  We also handle industry arbitrations under the auspices of the Financial Industry Regulatory Authority, Inc., the New York Stock Exchange, the Commodities Futures Trading Commission, the National Futures Association, and the American Arbitration Association.