Bevilacqua PLLC | Corporate Finance Lawyers

Financing

One of the biggest challenges you will face as an entrepreneur is obtaining the financing necessary to form or expand your organization.

There are many financing options available to companies, but not every law firm takes the time to study and become knowledgeable in the latest trends in financing. Whether you are responsible for a small business or a large public company, you likely have questions about financing. An highly-skilled corporate finance lawyer can help you understand the paths available and how they will impact your business moving forward.

Call Bevilacqua PLLC today at (202) 869-0888 to learn more about how we can meet your needs.

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Funding Your Business

Our clients constantly need capital to grow their emerging businesses. Our Business Lawyers leverage decades of experience and a broad network of contacts to help clients identify investment banks and capital sources that can provide the capital needed to grow to the next level. We make it our mission to study all the newest techniques in capital raising ranging from equity crowdfunding to initial coin or securities token offerings to give our clients an edge when raising capital.

We routinely advise our clients on the following types of financing transactions:

Regulation Crowdfunding (CF) offerings
Regulation A offerings
Private placements under Regulation D, Rule 506(b) and 506(c)
PIPEs, or Private Investments in Public Equities
Offerings outside of the United States relying on Regulation S
Early stage financings using convertible notes, SAFE (simplified agreement for future equity), KISS (keep it simple securities), series seed preferred and others
Initial public offerings (IPOs)
Initial coin or securities token offerings (ICOs or STOs)
Venture capital and private equity
Registered direct offerings
Self-underwritten offerings
Equity lines of credit
At the Market offerings
Traditional credit lines or loans from banks or other financial institutions

Debt Financing from Banks, Commercial Lenders and other Sources

Some of the most common sources of financing are banks and other commercial lenders. Small business loans, term loans, equipment financing, and other lines of credit can help you build your organization from the ground up. However, it can be difficult for a startup to obtain financing through a commercial lender. Often, you must be able to show profits and have the ability to make regular payments on your loans. Early stage companies must often resort to convertible debt financing from friends and families or, possibly, venture debt. Our lawyers have experience with every type of debt financing, ranging from commercial bank loans to equity crowdfunded convertible debt offerings.

If you are seeking traditional bank financing, funds from other commercial lenders or a less typical type of debt financing we can help you identify the best sources of such financing, negotiate terms and document the transaction so that your needs are met, and you are protected from risk.

Equity Financing

One option for businesses is to offer investors equity in exchange for their financial contribution. Investors then have an equity investment in the company which will dilute the ownership interest of the founders and other existing shareholders. Equity financing is often preferred by early-stage issuers as typically there are no redemption rights and the investment amount is not repaid.

Equity financing comes in several different flavors and can be obtained from several different types of investors. For example, your emerging growth company can raise capital from the sale of common stock, series seed preferred stock, series A preferred stock, SAFE (simplified agreement for future equity) securities, or KISS (keep it simple securities). These securities may be sold to friends and family, angel investors, venture capital investors, institutions, high net worth individual investors or to the retail crowd in an equity crowdfunded offering or public offering. When offering equity in your company, you must clearly define investor rights and avoid common risks and pitfalls by crafting documents that accurately reflect the agreement among the parties.

Venture Capital

The venture capital process can be complex. Several companies are competing for the same venture capital dollars and the VC firms typically dictate the terms of the investment. Inexperienced lawyers who are not familiar with the standard documents used in a venture capital financing can derail the financing by raising immaterial points and over-lawyering. The key is understanding the market and to raise material economic points in the negotiation so that that deal momentum is maintained and a closing occurs.

Our skilled venture capital lawyers can help you through the stages of venture capital financing. We will prepare your business so that it passes VC level due diligence with flying colors and help you negotiate the best deal possible.

Angel Investors

For early-stage companies, angel investors are a welcome source of seed capital and angel investing is currently on the rise. The success of companies like Uber, WhatsApp, Twitter and Facebook have increased interest from angel investors who invest in multiple startup companies with the hope of finding a unicorn among them. Your company can pitch to several different angel groups and associations. Our attorneys are familiar with the larger angel groups in the U.S. and also have access to many smaller, local angel groups and associations.

Our attorneys not only handle the drafting and negotiation of term sheets and financing documents for the angel investment, but we also help you to clearly articulate your elevator pitch, review your executive summary or pitch deck, and advise you on the other types of things that you should prepare for if you want to secure angel financing.

Initial Public Offerings

An initial public offering or IPO is the first time your private company is offering securities to the public. Your IPO can take many different routes. It can be a firm commitment underwritten offering with a larger underwriter or a best efforts underwritten offering with a middle market or smaller underwriter. You can also decide to use Regulation A for your IPO or the more traditional route of using an S-1 Registration Statement. Some companies opt to IPO without an underwriter at all. Whatever way your company decides to IPO, our attorneys can add value at each phase of the process.

Our attorneys work with your internal team to ensure that your transition into becoming a public company is seamless. We also help you focus on telling your story in the prospectus so that your offering documents not only comply with regulatory requirements, but also properly describe your history, business, financial condition and prospects for the future in a way that is appealing to potential investors.

Our experience in initial public offerings also means that we know all of the market participants and can make appropriate introductions to investment banks and others who will make your offering a success.

At-the-market Offerings

At-the-market (ATM) offerings provide an efficient way for public companies to raise equity capital over time by selling new shares into the company’s existing trading market through a broker in increments. Any publicly traded company that meets the requirements to use an effective shelf registration statement may sell its shares in an ATM. The ability to sell newly issued shares into the existing trading market for your company allows you to obtain capital at a lower cost as compared to other financing methods. Once the ATM program is established, you are able to raise capital on an as needed basis with little cost or administrative burden.

An ATM program can be customized to meet your company’s specific needs and strategic goals. You will determine the total number of shares to be included in the ATM program, the duration of the program, and the timing of sales.

ATM programs have become more popular in recent years and entrepreneurs should certainly consider adding this financing technique to their financing arsenal. ATM offerings require a unique skillset, an understanding of market terms, and access to market participants. Our skilled corporate finance lawyers can guide you through the ATM offering process and help you achieve your financing goals.

Corporate Finance Lawyers