Experience | SecuritiesLawUSA, PC

LEGAL SERVICES


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OFFICES


Los Angeles
Watt Plaza
1875 Century Park East, 6th Floor
Los Angeles, California 90067
Tel (310) 407-8626
Fax (661) 438-3080 />
Email bwiggins@seclawusa.com

Washington
One Metro Center
700 12th Street, NW, Suite 700
Washington, D.C. 20005
Tel (202) 261-0660
Fax (661) 438-3080 />
Email bwiggins@seclawusa.com

Administrative Office
28631 Lapine Avenue
Santa Clarita, California 91390
Tel (661) 713-6843
Fax (661) 438-3080

Experience


The following is a sample listing of securities transactions and matters representative of our experience and expertise:

Private Placements

  • $5.4 million international offering of convertible debt by a mining company with operations in Argentina
  • $13.8 million equity offering in the United States and Canada by a mining company with operations in Africa
  • $20 million offering in Europe of convertible secured notes and warrants by a telecommunications company
  • $38 million offering of common shares and warrants under Rule 144A and in a Canadian underwritten short-form prospectus offering by a biomedical company
  • $100 million offering of common shares under Rule 144A and in a Canadian underwritten prospectus offering by a mineral resource company
  • $112 million offering of senior secured notes by a consumer products manufacturing company
  • $265 million international offering of subscription receipts by a mining company
  • $360 million international offering of subscription receipts by an oil and natural gas producer
  • $428 million international equity offering by a mineral resource company

IPOs and Going Public Transactions

  • Form S-1 underwritten IPO of common stock and warrants by a start-up office warehouse company
  • Form 10 1934 Act registration of a health care management company, followed by a private placement of common stock and warrants with resales registered on Form S-1 (later converted to Form S-3)
  • Reverse acquisition by a registered public shell of a privately owned indoor soccer facility developer
  • Canadian capital pool company financing and acquisition of Southern California privately owned company

Other Registered Offerings

  • Form S-3 registration of securities for resale by selling stockholders
  • Form S-4 offer by an agricultural company to exchange $115 million of registered first mortgage notes for a like amount of restricted notes
  • Form S-4 offer by a consumer products manufacturing company to exchange $112 million of registered senior secured notes for a like amount of restricted notes
  • Form S-4 registration of securities issued by a New York Stock Exchange listed managed health care company to acquire a Southern California managed care company

Employee Benefit Plans and Filings

  • Preparation of omnibus equity incentive plans and filing of related Form S-8 registration statements and Form S-3 resale prospectuses
  • U.S. federal and state exemption compliance and Blue Sky filings by French international developer, publisher and distributor of interactive entertainment products

Mergers and Acquisitions

  • Acquisition, for stock and cash valued at $18 million, of a developer of wireless signal processing equipment
  • Merger of an international motion picture distributor with a Canadian publicly traded entertainment conglomerate
  • Amalgamation of privately and publicly owned Canadian mining companies pursuant to an SEC no-action letter obtained to confirm availability of the Section 3(a)(10) “fairness hearing” exemption from 1933 Act registration

Going Private / Deregistration Transactions

  • Delisting of a U.S. Nasdaq listed company after its acquisition by a non-U.S. technology company, followed by deregistration under the 1934 Act of the parent as a successor issuer pursuant to SEC Rule 12h-6 and Form 15F

Restricted Stock Transfers

  • Transfers of restricted stock pursuant to Rule 144, Rule 144A and Rules 903 and 904 of Regulation S
  • Advised family lawyer on steps for liquid transfer of restricted stock to former spouse of public company executive
  • Advised trial lawyers regarding transfer of restricted stock issued in settlement of litigation

Section 16, Section 13(d) and Insider Trading Matters

  • Avoidance by insiders of short-swing trading liabilities under Section 16
  • Reporting by insiders of securities holdings and transactions on Forms 3, 4 and 5
  • Filing of Schedule 13D and 13G beneficial ownership reports
  • Preparation of Rule 10b5-1 trading plans
  • Preparation of insider trading policies

National Securities Exchange Listings

  • SEC registration under Section 12(b) of the 1934 Act and new and additional listing applications for U.S. and non-U.S. issuers on U.S. exchanges
  • Persuade NYSE Amex Equities not to treat listing of shares issuable in significant business acquisition of private issuer as a reverse acquisition under Company Guide Rule 341

OTCQX Sponsor

  • Assist Canadian TSX, TSXV and CSE-listed companies in applying to trade on the OTCQX Best Market and the OTCQB Venture Market
  • Provide guidance to OTCQX and OTCQB companies regarding ongoing compliance with OTCQX and OTCQB marketplace rules

Regulatory Investigations / Litigation Support

  • Response by issuers to insider trading inquiries and investigations by the SEC, FINRA and U.S. stock exchanges
  • Defense against securities law claims asserting that real estate transactions involved the purchase and sale of securities

Tender Offers / Takeover Bids

  • Issuer tender offer for outstanding debt securities
  • Compliance with U.S. tender offer rules by Canadian public company making takeover bid for shares of competitor
  • Defense by Canadian issuer against hostile takeover bid / tender offer under SEC tender offer rules

Investment Company Counseling

  • Advise non-U.S. merchant banker on how to avoid “inadvertent” U.S. investment company status by satisfying requirements to qualify as an exempt private investment company
  • Advise private investment company on transitioning to become an operating company that will not be deemed an investment company
  • Advise U.S. broker on establishing investment funds that qualify as private investment companies
  • Advise non-U.S. mineral exploration company on how to address SEC comments regarding its inadvertent status as a U.S. investment company

Investment Adviser Counseling

  • Advise manager of private investment company funds on compliance with state and federal investment adviser registration requirements or exemptions

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