In Brief: A Digest of Securities Corporate Governance Projects

Client Success

Counseled biofuel company in a winning strategy in a proxy fight against a dissident director and his private equity fund. The activist director started with close to a 30 percent vote lead, but our team helped the board to develop convincing arguments, prepare detailed proxy materials and orchestrate the collection of hundreds of proxies. The director was quickly forced to drop the idea of a separate special meeting and eventually withdrew all of his proposals to oust the board;
$1.2 billion initial public offering (IPO) for a publicly traded, nondiversified, closed-end management investment company traded on the New York Stock Exchange (NYSE) investing in a portfolio consisting primarily of energy infrastructure master limited partnerships (MLPs);
Represented a NYSE public utility in a Rule 144A private placement of $500 million of senior notes and subsequent exchange into registered senior notes pursuant to a registration rights agreement;
$410.5 million IPO of common stock, $410 million credit agreement and a $200 million registered offering of senior notes that all closed contemporaneously on behalf of a large retailer of building materials and home improvement products;
Represented a public utility in retiring $350 million of registered debt securities through a waterfall cash tender offer involving the solicitation of five series of senior notes on a fixed spread and a fixed-price basis;
Registered direct offering of $145 million of common stock for a large tax services provider;
At-the-market offering of $100 million of common stock for a large bank holding company;
Issuance of a small bank holding company’s $21.75 million of preferred stock and warrant for common stock;
Represented independent committee of a Nasdaq company on the sale of the company to the founder at a price well below the IPO price from three years earlier in a transaction that was approved by a majority of the minority stockholders and did not result in litigation;
Represented well-known manufacturing issuer with automatic universal shelf registration on Form S-3 for covering senior and subordinated debt securities, preferred stock, common stock and warrants.
Acted as lead counsel to a Texas-based hospital district on most legal issues, including governance and government, management, Medicare and Medicaid reimbursement issues and physician contracting. In 2010, helped the district in a contested termination of a management agreement and regained oversight of its community hospital. Formed subsidiary organizations on behalf of the district to manage its assets.