Robert Rawn’s transactional practice focuses on mergers, acquisitions, divestitures and joint ventures for public and private companies.  Mr. Rawn has substantial experience with cross-border transactions.  His practice also concentrates on public and private securities offerings and on advising public company clients on securities compliance and corporate governance matters.

Mr. Rawn has represented clients in a variety of industries, including manufacturing, life sciences, technology, telecommunications and private investment funds.

Select Representations

Mr. Rawn’s recent Mergers and Acquisitions matters have included advising:

• Silgan Holdings Inc. in numerous transactions, including proposed acquisition of Graham Packaging Company Inc. for approximately $4.1 billion (signed and announced, but merger agreement subsequently terminated); acquisition of food can business of Vogel & Noot AG operating throughout Central and Eastern Europe for approximately $360 million; acquisition of IPEC Global, Inc.; acquisition of metal, plastic and composite closures business in Europe, Asia and South America from Amcor Limited for approximately $280 million; acquisition of Group Vemsa 1857, S.L.’s metal vacuum closures operations in China; acquisition of Thatcher Tubes LLC; and formation of joint venture in domestic metal and plastic closures business with White Cap, Inc. and subsequent acquisition of White Cap’s interest in such venture for approximately $125 million;
• Alcatel-Lucent in several acquisitions, including Programmable Web LLC; Motive, Inc. by cash tender offer; ReachView Technologies; Thompson Advisory Group; and NetDevices;
• SAI Global Limited in numerous acquisitions, including Integrity Interactive Corporation; Compliance and Ethics Learning Solutions; QMI Division of Canadian Standards Association; ILI Infodisk Inc. (U.S. aspects); Easy i Holdings Limited (U.S. aspects) and CRS Registrars, Inc.;
• The shareholders of Agoda Company, Ltd. in the sale of Agoda to priceline.com Incorporated for approximately $185 million (including potential earn-out payments);
• The stockholders of Random Walk Computing, Inc. in the sale of Random Walk to Accenture;
• NICE Systems in acquisition of software and services business of Performix Technologies in the U.S., the U.K. and Ireland;
• Xerox Corporation in sale of worldwide office manufacturing operations to Flextronics for approximately $200 million;
• private equity fund in cross-border investments;
• existing investor in privately held jewelry company in restructuring of company and sale of majority interest to leading buyout fund; and
• Astra AB in restructuring of its U.S. joint venture with Merck & Co., Inc. and as U.S. counsel in subsequent multi-billion dollar merger with Zeneca plc to create AstraZeneca.
  

Mr. Rawn’s recent Securities transactions have included advising:  

• Silgan Holdings Inc. in $175 million "modified Dutch auction" issuer tender offer and purchase of common stock for an additional $72 million from its two largest stockholders pursuant to separate stock purchase agreement entered into in connection therewith;
• Silgan Holdings Inc. in numerous Rule 144A offerings of senior and subordinated notes for an aggregate value of approximately $1 billion and subsequent exchange offers registered on Form S-4;
• GameStop in $950 million Rule 144A offering of senior floating rate notes and senior notes as part of financing for $1.4 billion acquisition of publicly traded leading video game retailer Electronics Boutique;
• Issuer in universal shelf registration statement;
• Silgan Holdings Inc. in $90 million secondary public offering by The Morgan Stanley Leveraged Equity Fund II, L.P. as selling stockholder;
• private equity fund in preferred stock investment in publicly traded telecommunications company (PIPES transaction) and in subsequent resale shelf registration statement on Form S-3;
• underwriters in $270 million follow-on public offering by genomic information company;
• corporate venture capital investor in $10 million Series B Convertible Preferred Stock investment;
• leading provider of decision support, risk analysis and portfolio rebalancing tools for the financial services industry in recapitalization and $22.5 million Series A-5 Convertible Preferred Stock issuance to venture capital funds;
• leading placement agent in private placement by medical device company;
• investor and subsequently existing investor group in private placements by leading data management software company; and
• Buhrmann NV in $350 million private equity investment by affiliates of Apollo Management L.P. and Bain Capital Inc.

Bar and Court Admissions

New York, 1991

Connecticut, 1993

Education

New York University, J.D., 1990

Princeton University, A.B., cum laude, 1987

Professional Affiliations

• Connecticut Chapter of Association for Corporate Growth – Secretary and Member of Board of Directors, 2002-2005

Civic Involvement and Honors

• The Best Lawyers in America – 2005-2012 editions
• New York Super Lawyers – 2006