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Location : Texas - Houston
Refer to Job # PSKH721481
Debt Finance/M&A Paralegal The candidate will support multiple Corporate Partners in Debt Finance and Mergers & Acquisitions and the overall practice on a variety of deals. Drafts and files certificate of incorporation and certificate of formation, typically in Delaware but also other jurisdictions. Drafts written board consents in lieu of a meeting and written stockholder consents in lieu of a meeting, including both organizational and transactional closing matters. Drafts resolutions to be presented at a board meeting and/or stockholder meeting. Prepares basic organization documents, including initial stock subscription agreement, stock certificates and stock ledger, typically for Delaware but also other jurisdictions. Completes and files Form SS-4s to obtain EINs. Compiles and maintains minute books and stock ledgers. Conducts research to assist attorneys in determining jurisdictions for qualification. Prepares and files qualification and withdrawal applications. Orders lien searches and summarizes lien search results. Prepares and files statutory filings with Secretary of State, including amendments, conversions, mergers, and dissolutions. Calculates Delaware franchise tax (both methods); also calculates franchise tax for other jurisdictions. Obtains information from, and provides information to, clients. Formulates solutions to problems which may arise, such as good standing issues. Interfaces with corporate service providers regarding statutory registered agent services (including changing contact information). Provides direct support to clients (using discretion to handle matters directly or involving an attorney). Review closing checklist and conditions precedent section of loan agreement to determine closing deliverables. Determine loan parties. Order lien searches from vendor. Review lien search results and prepare lien summary. Review/Draft UCC-1 financing statements and UCC-3 financing statements. Order charters and good standing certificates from vendor. Communicate any good standing status issues to K&E attorneys/company. Determine actions needed to restore company s good standing status. Obtain bylaws/operating agreements from K&E attorneys. Organize charters, bylaws/operating agreements and good standing certificates on DMS. Draft resolutions, secretary s certificates and officer s/closing certificates. Assist with distribution of resolutions, secretary s certificates and officer s/closing certificates to lender s counsel for review. Make any necessary revisions to resolutions, secretary s certificates and officer s/closing certificates. Obtain copies of original securities to be pledged (e.g., stock/unit certificates, notes). Draft stock/unit powers and/or endorsements. Assist with delivery of original securities to lender s counsel. Obtain director and officer lists for each loan party. Prepare signature pages packets for attorney review. Distribute signature page packets to signatories for execution. Review and organize executed signature pages. Order bring down letter. Compile closing deliverables (e.g., borrowing notice, secretary s certificates, officer s/closing certificates, perfection certificate, solvency certificate). Distribute executed signature pages and closing deliverables to lender s counsel (in escrow). Save executed versions and final versions of closing documents to subfolders on DMS. Compile and arrange for delivery of original executed signature pages and closing deliverables to lender s counsel. Prepare electronic copy closing sets. Distribute original executed resolutions to the holder of the corporate minute books. Any other functions/duties as assigned by management.
A Paralegal certificate is preferred. Will possess experience in one or more areas including M&A, private equity, debt finance, asset-backed securitization, fund formation, investment management and/or venture capital. Should possess 3+ years of corporate paralegal experience with a Bachelor's degree preferred. Additional qualifications include excellent analytical and organizational abilities, solid communication skills, strong computer abilities, creativity, and initiative.
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