Capital Markets Lawyers in Tbilisi, Georgia

Public offering or private placement in Georgia

The distinction matters before anyone circulates a term sheet. Georgia’s securities legislation treats offers to at least 100 persons, or to a group whose size is unspecified in advance, as public in the circumstances covered by the law. The legislation also addresses offers limited to experienced investors and certain offers by holders of securities. The identity of the audience and how the invitation is distributed can matter as much as the planned number of subscribers.

A public offering typically brings prospectus approval and disclosure requirements into the transaction. A private placement still requires decisions about the eligible audience, distribution controls, contractual terms and transfer arrangements. We assess the intended communications and investor base before marketing begins, then identify the Georgian filings, disclosure and transaction documents needed for that structure. We also distinguish the offer itself from admission to trading and any obligations associated with it.

Corporate bonds and debt securities

The headline interest rate tells investors what they can earn. The bond terms determine when they get paid, where they rank, and what they can do if the issuer breaches its obligations. We draft or review maturity and redemption provisions, interest calculation, covenants, events of default, bondholder decisions and mechanisms for amending terms. For a secured issue, we review who holds collateral for investors, how the security is created and how it can be enforced if ownership of the bonds changes.

We work with the issuer, placement intermediaries and transaction advisers on the agreements needed for subscription, issuance and settlement. When an issuer already has loan facilities, the bond issue may require existing lenders’ consent or changes to the negative pledge, debt covenants or security arrangements. Our banking and finance lawyers review that interaction alongside the bond documents.

Prospectus, due diligence and risk disclosure

A prospectus should make the economics and legal risks legible to the investor. A company dependent on one concession, a small group of customers or foreign-currency borrowing needs disclosures that explain the actual exposure. We organise legal due diligence and work with the issuer and its advisers on the description of the business, material contracts, governance, disputes, use of proceeds and risk factors.

The National Bank of Georgia supervises the securities market and administers public-offering requirements within its remit. We prepare the legal parts of an application, coordinate document consistency and advise on the steps from regulatory review to closing. For equity transactions, we also review corporate approvals, share rights, pre-emption and how the offering affects existing holders.

Life after issuance

The company must be able to maintain the commitments it made to investors. Depending on its status, the instruments and any admission to trading, it may have periodic or event-driven disclosure obligations alongside its contractual reporting and covenants. We help define who owns that work internally and review the treatment of developments such as a refinancing, a change of control or a material dispute.

For investors, our review focuses on the instrument’s legal terms, ranking, reporting rights, liquidity constraints and remedies. If a proposed issue supports an acquisition or infrastructure project, our M&A lawyers and project finance lawyers can review the underlying transaction with the capital markets team.

Instructing capital markets counsel in Tbilisi

Tell us the planned size, currency, instrument, intended investors and target timetable. If an arranger is involved, include the proposed mandate or term sheet and any draft marketing materials. Lawyers.ge can review an early financing proposal, lead the Georgian legal work on an issue or advise an investor on the documents before commitment.