- A number of initial public offerings ranging in size from $20 million to $170 million.
- A variety of follow-on equity offerings ranging in size from $35 million to $1 billion.
- Numerous debt financings ranging in size from $100 million to multi-billion.
- A variety of debt, common stock and universal shelf registrations.
- A number of public debt transactions, including tender offers, exchange offers, redemptions and repurchase programs.
- Several public company spin-offs.
His practice also includes tender offers, mergers, acquisitions and divestitures, recapitalizations, corporate governance, general and limited partnerships, limited liability companies and other general corporate matters.
- Serving as lead securities counsel for public company in a $17.6 billion merger of equals.
- Serving as co-securities counsel in $2.2 billion spin-off, including as lead counsel in $600 million Rule 144A senior notes offering.
- Advising public company in connection with spin-off of $1 billion market capitalization NYSE-listed spinco and related $775 million high yield 144A offering.
- Advising special committee of public company in $3.2 billion recapitalization and concurrent $1.5 billion split-off of 48% stake by majority shareholder pursuant to exchange offer of new high vote stock for shares of parent common stock.
- Advising public company in $1.5 billion split-off exchange offer in connection with Morris trust acquisition.
- Serving as counsel to the acquirer of a $500 million public company for cash.
- Serving as counsel to the acquirer in a $300 million cross-border cash tender offer for an Australian public company.
- Advising target company in a $1.4 billion acquisition by a public company for stock and cash.
- Serving as counsel to target company in a $175 million "going private" merger-tender offer.
- Serving as counsel to special committee in a $100 million private placement to majority stockholder and a $95 million concurrent public rights offering to minority stockholders.
- Serving as counsel to special committee in a $400 million public stock offering, including a $100 million placement to majority stockholder.
- Advising acquirers in several stock-for-stock public company mergers ranging in size from $700 million to more than $10 billion.
- Serving as co-securities counsel in several stock-for-stock public company mergers ranging in size from $1 billion to more than $30 billion.
He also regularly counsels issuers, including a number of Fortune 500 companies, with respect to a broad range of securities issues, including:
- SEC reporting requirements;
- Sarbanes-Oxley compliance;
- audit, compensation and corporate governance committees;
- proxy contests;
- shareholder proposals;
- Regulation FD compliance, including communications with financial analysts;
- stock repurchase programs, including dutch-auction issuer tender offers;
- stock option exchange programs; and
- Section 16, Rule 144, Rule 10b5-1 and related issues.