The professionals at Holley & Pearson-Farrer routinely serve as counsel to leading national and regional investment banking firms in connection with the underwriting and remarketing of governmental bonds. As underwriters’ counsel, we assist the underwriters in meeting their securities law and due diligence obligations in the financing transaction.

We take pride in providing responsive, cost-effective underwriters’ counsel services of the highest level, working closely with all parties to the transaction at each stage of the financing, from engagement, to offering document distribution, to bringing the deal to a successful, timely closing.

Our Services

H|PF’s standard underwriters’ counsel services include the following:

  • structuring the bond issue
  • reviewing and analyzing the bond documents and ensuring the documentation incorporates the underwriters’ terms and anticipates their concerns
  • conducting due diligence review of the issuer, the borrower, if applicable, the project being financed, and the security for the bonds
  • drafting preliminary and final official statements and providing negative assurance that the information provided is accurate and complete and contains no material misstatements or omissions
  • drafting notices of sale, remarketing agreements, agreements among underwriters, and continuing disclosure agreements
  • drafting and negotiating the bond purchase agreement or contract of purchase
  • ensuring that the disclosure documents comply with securities laws and provide accurate and complete information to the public
  • qualifying the bonds for sale under relevant securities laws
  • preparing preliminary and final “blue sky” memoranda setting forth the requirements of the securities laws of the states in which the bonds are anticipated to be sold
  • reviewing the underlying support for bond counsel’s opinions as to the validity of the bond issue and the tax-exempt status of the bonds, if applicable
  • issuing an underwriters’ counsel opinion which confirms the accuracy and completeness of the disclosure
  • counseling our investment banking clients on their evolving responsibilities under federal and state securities laws and pursuant to the Municipal Securities Rulemaking Board

Inquiries and Additional Information

Please reach out to us through the online contact page to discuss how we can assist with your underwriters’ counsel legal needs. Holley & Pearson-Farrer LLP is based in Chicago, with additional offices in Atlanta, New York, and Savannah, Georgia.


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