Capital Markets & Finance

The PCGC team advises public companies in capital markets and finance transactions across industries, providing strategic counsel on such financial transactions as:

  • equity offerings
  • investment grade and high yield debt offerings
  • convertible and hybrid security offerings
  • secured and unsecured credit facilities, including acquisition, term, letter of credit, liquidity facilities
  • commercial paper programs
  • working capital financing transactions
  • interest rate swap transactions and investment agreements
  • construction and real estate loans
  • tax-exempt financings through governmental conduits and structures

PCGC team members also have significant public finance experience representing issuers in the governmental, higher education, health care and nonprofit sectors.

Team Leader

R. Douglas Harmon

doug-harmon Doug Harmon has more than 30 years of experience representing domestic and international public companies in a wide array of areas, including: capital markets and corporate finance transactions, corporate governance and compliance, mergers, acquisitions and joint ventures, risk management, and contracts.

Doug’s clients have spanned multiple industries, including energy, financial services, manufacturing, retail, sports and entertainment, pharmaceuticals and technology.

Doug is the author of Doug’s Note and founder of the Public Company Forum. He has been chosen as one of Woodward/White’s Best Lawyers in America in securities law since 2007.

Recent Articles

Virtual Coins are ‘Securities’ After All

On July 25, the SEC issued a Rule 21(a) investigative report concluding that the sun rises in the east and sets in the west. No, wait, that’s not right. The report actually concluded that tokens offered by an unincorporated “virtual organization” known as The DAO (presumably short for “decentralized autonomous organization”) in what is known as an “initial coin offering” (ICO) were securities and, therefore, are subject to the federal securities laws. Despite loads of cool-sounding techno-jargon in The DAO’s marketing materials and multiple breathless articles by mainstream media touting ICOs as the next big thing, the SEC had no trouble slotting The DAO tokens into the U.S. Supreme Court’s 71-year-old Howey definition of a “security,” which should come as no surprise to anyone. What’s going on? ICO’s have sprung out of nowhere in the past couple of years to rival traditional venture capital in the amount of funds raised for early stage technology projects. In fact, Shawn Langlois, social media editor of MarketWatch, said in a recent column that “the total crypto market cap now stands at a whopping $87 billion.” Basically, promotors sell virtual coins in ICOs in exchange for U.S. currency or some other form of virtual currency (for example, bitcoin or ether). The ICO proceeds are then ostensibly used to fund development of the company’s digital platform, software or other technology project. The virtual coins typically can be resold in a secondary market on virtual currency exchanges. Not surprisingly, the SEC says in its related Investor Bulletin that “some promoters … may lead buyers of the virtual coins … to expect a return for their...  Read More

Brexit’s Impact on the U.S. Capital Markets

You may have heard by now that the U.K. plans to leave the European Union at some point in the next few years. Since the British voted back on June 23, 2016, there has been no shortage of learned analysis/rank speculation about Brexit’s future impact on the U.K. and EU economies and financial markets. Opinions range from dire to blasé, with reality likely to fall (as it is wont) somewhere in the middle. One surprising consequence, however, may be Brexit’s impact on U.S. capital markets. In a recent Heard on the Street column in The Wall Street Journal, Paul J. Davies theorizes from London that post-Brexit EU companies may have no choice but to tap the U.S. capital markets to make up for less convenient access to U.K. investors. It’s an intriguing, and believable, hypothesis. Mr. Davies notes that much of the capital used to fund business expansion comes from savings, mostly in the form of pension funds, insurance companies and investment funds. He cites statistics provided by the Financial Stability Board, Investment Company Institute, European Central Bank and OECD showing that eurozone savings total less than 150% of its total GDP, as compared to more than 250% of GDP in the U.K. and 240% of GDP in the U.S. He notes further that there currently is no single set of capital markets laws and standards within the EU, making it hard to raise capital simultaneously in several eurozone countries. Therefore, frequent or large eurozone issuers often turn to the U.K.’s massive capital markets. Post-Brexit, that may not be feasible. As a result, Mr. Davies says, EU companies may...  Read More

Jay Clayton Confirmed as SEC Chairman

A new era at the SEC officially began last week when Jay Clayton was sworn in as the 32nd Chairman of the SEC. The Senate’s confirmation of Mr. Clayton on May 2nd by a 61 to 37 vote continued the Trump Administration’s practice of tapping well-known Wall Street professionals to serve in key government positions. In this case, Mr. Clayton was a partner in the New York office of Sullivan & Cromwell, where according to the SEC’s news release he advised companies on “securities offerings, mergers and acquisitions, corporate governance and regulatory and enforcement proceedings.” These companies notably included Goldman Sachs, which has been a recurring theme with President Trump’s appointees. While his former ties will, no doubt, prevent Mr. Clayton from participating in SEC matters directly related to Goldman Sachs, his Wall Street background could well influence his perspective regarding the SEC’s future regulatory agenda. That agenda is expected to shift toward re-analyzing the regulations implemented as a result of Dodd-Frank while Congress seeks to roll back many of that act’s statutory imperatives. For example, a bill currently making its way through the House, known as the Financial Choice Act, would among other things and according to its executive summary: Provide an “off-ramp” from the post-Dodd-Frank supervisory regime and Basel III capital and liquidity standards for banking organizations that maintain high levels of capital, including easing restrictions on their ability to pay dividends and the maintenance of leverage ratios, Repeal the designation of firms as “systematically important financial institutions” and modify the bankruptcy code to accommodate the failure of large, complex financial institutions, thereby eliminating Dodd-Frank’s “orderly liquidation...  Read More
Representative Projects
  • Represented a regulated energy company in a variety of registered offerings:
    • $170 million at-the-market program for common stock
    • $250 million offering of investment-grade senior notes
    • $130 million offering of common stock that included a derivative forward sale component
  • Completed a complex debt restructuring during the recent recession that included a Rule 144A/Regulation S private placement, registered exchange offer, tender offer redemption of existing debt and bank credit facility amendment and restatement
  • Advised the special committee of the board of directors of a distressed financial institution regarding its successful merger into another distressed financial institution
  • Represented a sports entertainment company in Rule 144A/exchange offer of $100 million of senior notes
  • Represented a regulated energy company in a registered offering of $300 million of senior notes
  • Represented a foreign cable corporation in Rule 144A/Regulation S offering of $400 million aggregate principal amount of senior notes
  • Represented underwriters in the initial public offering of shares of common stock by a child care company
  • Represented underwriters in registered offering of $250 million aggregate principal amount of senior notes by a publicly-traded office products corporation
  • Represented underwriters in Rule 144A/Regulation S offering of $200 million aggregate principal amount of senior subordinated notes by a publicly traded manufacturer of building products
  • Represented underwriters in registered offering of $250 million aggregate principal amount of convertible senior notes by a publicly-traded home builder