Equity and Debt Transactions

Company counsel in a $30,000,000 initial public offering of a telecommunications company's common stock.

Company counsel in a bridge financing, $15,000,000 initial public offering and subsequent private placements of series A and B preferred stock of a software company.

Company counsel in a $23,000,000 initial public offering of a circuit design company's common stock.

Company counsel in a $8,000,000 initial public offering of a publishing company's common stock.

Company counsel in a $19,000,000 initial public offering of a consumer goods company's common stock.

Company counsel in a $31,000,000 initial public offering of a service company's common stock.

Company counsel in a $100,000,000 shelf registration of common shares, warrants, notes, preferred shares and units of a REIT and $44,000,000 secondary offering of common shares.

Company counsel in a $1,597,500,000 Rule 144A/Regulation S offering of fixed rate, variable rate and auction rate bonds issued by a joint venture entity formed by the United States government and a private developer to finance the development of military housing in Hawaii and the related $500,000,000 investment of funds in credit linked derivative securities (transaction was awarded Project Finance Magazine's "Deal of the Year" award for 2005).

Company counsel in a $157,500,000 Rule 144A/Regulation S offering of fixed rate bonds issued by a joint venture entity formed by the United States government and a private developer to refinance existing debt used to develop military housing in South Carolina.

Company counsel in a $285,480,000 Rule 144A/Regulation S offering of fixed rate bonds issued by a joint venture entity formed by the United States government and a private developer to finance the development of military housing in North Carolina and New York.

Company counsel in a $90,000,000 Rule 144A/Regulation S offering of fixed rate bonds issued by a joint venture entity formed by the United States government and a private developer to finance the development of military housing in North Carolina and New York.

Company counsel in a $275,000,000 Rule 144A offering of a steel manufacturer's senior notes (and related defeasance of outstanding notes), subsidiary guarantees and $75,000,000 senior credit facility (term loan) and subsequent exchange offer and registration relating to Rule 144A senior notes.

Company counsel in a $350,000,000 Rule 144A offering of a holding company's senior, subsequent exchange offer and registration relating to Rule 144A senior notes and related $650,000,000 acquisition of a metals company.

Company counsel in a $300,000,000 credit facility for a metals company, including guarantees by international subsidiaries, consisting of a revolving credit facility, a delayed draw term loan facility, a term loan A facility, and term loan B facility.

Company counsel in a $500,000,000 Rule 144A offering of senior secured notes of a telecommunications company and subsequent exchange offer and registration relating to Rule 144A senior secured notes.

Company counsel in a $125,000,000 senior subordinated notes and $67,000,000 common stock offering by a telecommunications company.

Company counsel in a private placement of an entertainment company's preferred stock totaling $30,000,000.

Company counsel for the reorganization into a holding company of a publicly traded regulated utility.

Lessor's counsel in a $280,000,000 leveraged lease (including 7 subsequent closings) relating to purchase and leaseback of rail cars.

Buyer's counsel in a $15,000,000 private placement of convertible senior secured notes and warrants issued by a private financial services software company.

Company counsel in a bridge financing consisting of secured promissory notes and warrants to purchase common stock.

​Company counsel in a $25,000,000 private placement of preferred stock and convertible notes by a wireless telecommunications company.
Mergers and Acquisitions Transactions

​Buyer's counsel in over 20 separate stock and asset acquisitions of technology companies by a publicly traded software company from 2009 through the present.

Buyer's counsel in the acquisition of two affiliated technology companies by a publicly traded company.

Buyer's counsel in multiple $10,000,000 to $20,000,000 acquisitions of California based software companies by a publicly traded company.

Buyer's counsel in a $280,000,000 acquisition of a publicly traded medical liability insurance company.

Buyer's counsel in a $575,000,000 acquisition of a retail grocery company.

Buyer's counsel in a $80,000,000 acquisition of a medical liability insurance company.

Company counsel in the merger of a domestic company's European agriculture operations into a newly-formed European joint venture.

Buyer's counsel in a $25,000,000 acquisition of an information technology company.

Buyer's counsel in a $650,000,000 acquisition of a metals company.

Seller's counsel in a $28,000,000 "going private" acquisition of a consumer goods company.

Buyer's counsel in asset acquisitions by an entertainment company involving 14 companies totaling $80,000,000.

Seller's counsel in a $48,000,000 acquisition of a defense contractor.

Buyer's counsel in an acquisition of a shareholder communications company and related equity financing.

Buyer's counsel in a $20,000,000 asset acquisition by a media company.

Seller's counsel in a $80,000,000 acquisition of an operating division of an industrial manufacturing company.

​Buyer's counsel in a $220,000,000 acquisition by a diversified energy company.

Seller's counsel in a $65,000,000 acquisition of a technology company.

Buyer's counsel in a $1,000,000,000 acquisition of financial services company.

​Buyer's counsel in a $350,000,000 acquisition of a foreign financial services company.

Seller's counsel in a $250,000,000 acquisition of an internet-based financial services company.

Buyer's counsel in a $29,000,000 acquisition of a graphics production company.

Buyer's counsel in a $56,000,000 acquisition of a printing company.

Seller's counsel in a series of eight separate asset acquisitions as part of a divestment and reorganization plan.

​Buyer's counsel in a $314,000,000 acquisition of a division of a winery. 

Representative Transactions