Energy Capital Markets

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Morrison & Foerster's capital markets practice has broad-based experience working on financings involving energy companies, utilities and other participants in the energy markets.  We bring to bear the expertise of one of the leading capital markets firms in the United States to our work as issuer's or underwriters' counsel on private placements, public offerings, hybrid offerings, liability management transactions and derivatives matters.  Our tax colleagues frequently work with entities organized as master limited partnerships or limited partnerships.  Morrison & Foerster also has a leading practice in the area of FERC and CFTC enforcement and compliance and FERC Enforcement audits, representing a broad range of participants in the electricity, natural gas and other commodity markets.

Private Placements

We regularly advise issuers, agents/dealers and investors in connection with private placements of equity, debt and hybrid securities.  We work with our financial institution clients to devise new distribution methodologies for securities, such as the PIPE transaction and the registered direct offering transaction, which were developed by Morrison & Foerster partners and have become key hybrid financing alternatives.  Our partners also are among the thought leaders in exempt and hybrid securities offerings, and have authored the leading treatise in the area.  We also are a leader in advising clients on cross-border institutional private placements of debt and equity securities into the United States, regularly representing issuers and placement agents on over 25% of annual total cross-border U.S. private placement debt issues.


Morrison & Foerster has for decades been known as a leading firm advising issuers and underwriters on initial public offerings.  We are also well recognized for our work with foreign issuers seeking to complete an IPO in the United States, and for our work on global offerings.  Given our roots in Silicon Valley and our expertise in technology, we are committed to emerging companies, and have championed many of the reforms that made their way into the JOBS Act.  Once the JOBS Act was enacted, we promptly launched various dedicated JOBS Act resources.

Equity Offerings

We have significant experience representing issuers, underwriters and placement agents in all aspects of equity capital markets transactions.  We advise clients in connection with all types of public and private offerings, including follow-on offerings, bought deals, confidentially marketed public offerings, at-the-market offerings, shelf offerings, registered directs, private placements of equity securities and PIPE transactions.  Many of these financing transactions are part of more elaborate corporate reorganizations, recapitalizations, or part of an acquisition strategy, all of which call upon our expertise in other disciplines.

Debt Offerings + 144A Offerings

We are one of the preeminent firms advising on high-grade and investment-grade debt issuances. We advise in connection with continuous offering programs, such as medium-term note programs.  We work with financial institutions and other companies around the world on cross-border global offerings by foreign issuers.  We also regularly advise issuers and underwriters on convertible debt offerings, high yield offerings, and 144A offerings.  We also are recognized for our expertise in offerings of hybrid securities, designed to achieve certain tax and ratings treatment for the issuer.

Liability Management

We represent issuers, dealer-managers, solicitation agents and other parties in connection with a variety of liability management transactions. Our lawyers have particular experience advising on, and structuring, debt tender offers, including tenders for investment grade and non-investment grade debt securities, and tenders involving hybrid securities, such as trust preferred securities. Our tax lawyers have substantial expertise addressing and managing the variety of tax and non-tax concerns an issuer might face.

Derivatives + Commodities

We work with the derivatives and commodities groups at numerous investment and commercial banks, as well as with commodity dealers and users. We are one of a handful of firms with significant commodities experience, and assist clients in the energy industry. We are one of the leading firms in the derivatives market. GlobalCapital named us Americas Law Firm of the Year at their Americas Derivatives Awards in 2015, 2016 and 2017. GlobalCapital also named us Global Law Firm of the Year at their 2016 and 2017 Global Derivatives Awards. In 2016, EQDerivatives named us the Equity Derivatives Law Firm of the Year. Our practice combines experience in all aspects of the sale and trading of derivatives and commodities, with the depth and expertise of a leading capital markets firm. We are market leaders in using derivatives as components of, or in connection with, highly structured financings, such as with deal contingent swaps involving F/X or commodities, first lien secured commodity hedging facilities and financing for hedge fund "fund-of-funds." We advise our investment bank clients on some of the most complex securities offerings involving derivatives. Since the passage of the Dodd-Frank Act, we have worked closely with dealer and end-user clients assisting them to determine which of their entities will register as a swap dealer or major swap participant, reorganizing their business lines, producing compliance policies, helping with modifying their systems to accommodate the new recordkeeping requirements, and advising on clearing and other arrangements.

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