Notable Transactions

  • Represented over 100 corporate vehicles and private entities in reverse merger transactions
  • Completed numerous direct public offering transactions
  • For over 20 years, representing buyers, sellers, investors, corporate directors, and other stakeholders in mergers and acquisitions valued in excess of $1 billion.
  • Completed numerous underwritten public equity and debt offerings and private placements, including early stage and other venture capital financings, private investment in public entities (PIPE) transactions and reverse mergers.
  • Completed acquisitions of a U.S., Canadian and Chinese prestige fragrance distributor in transactions valued in excess of $160 million and acquisitions of multiple China companies, including a magnesium production facility.
  • Participated in a $1 billion merger between the Sports Authority and Gart Sports, including strategic planning, due diligence, SEC compliance and post closing integration.
  • Negotiated multiple cross-border industrial commodity purchase and sale agreements, product distribution and software license agreements, including exclusive license agreement with Britney Spears and other celebrities, and complex agency agreements with national cellular telecommunications carriers.
  • Negotiated multiple information technology agreements including worldwide outsourcing, communication systems, software and other IT related services agreements.
  • Supported a sales organization that achieved over $50 million in sales of software and services.
  • Established legal entities in China and Taiwan that acquired local fragrance distributor.
  • Structured and consummated an e-commerce joint venture capitalized with a $20 million venture capital investment and negotiated agreements for the development, operation and hosting of an e-commerce website.
  • Negotiated numerous office and retail store leases, including mall based stores and strip shopping centers.
  • Established a computer based real estate management system for a portfolio of over 270 retail stores and managed the lease administration department of a national specialty retailer.
  • Successfully pursued and managed multiple commercial lawsuits and managed cases involving maritime disputes, Federal securities law, shareholder class action, labor matters, premises liability, general commercial, products liability and infringement litigation, governmental investigations including the SEC, NASDAQ and FINRA.
  • Negotiated and documented multiple loans and real estate transactions in excess of $1,000,000.
  • AV rated by Martindale-Hubbell, the highest level of professional excellence.
  • SEC universal shelf registrations by a Fortune 500 company and certain of its affiliates of US$9.2 billion of common stock, stock purchase contracts, stock purchase units, preferred stock, senior debt securities, preferred trust securities and related subordinated debt securities and guarantees.
  • SEC universal shelf registrations by a Florida utility of US$2.5 billion of preferred stock, first mortgage bonds, preferred trust securities and related subordinated debt securities and guarantees.
  • Equity Unit (a/k/a FELINE PRIDES) offerings by a Fortune 500 company in the aggregate amount of US$1.1 billion.
  • Trust Preferred Security (a/k/a TOPrS) offering in the amount of US$300 million.
  • Debenture offerings by an affiliate of a public company in the aggregate amount of US$4.78 billion.
  • Junior Subordinated Debenture (a/k/a Hybrids) offerings by an affiliate of a public company in the aggregate amount of US$1.35 billion (institutional) and US$700 million (retail).
  • Debenture remarketings in the aggregate amount of US$1.06 billion.
  • First mortgage bond offerings by a Florida utility in the aggregate amount of US$4.24 billion.
  • Exchange offering of first mortgage bonds in the amount of US$300 million.
  • First mortgage bond redemptions in the aggregate amount of US$750 million.
  • Common stock offerings by public companies in the aggregate amount of US$1 billion.
  • Preferred stock redemptions in the aggregate amount of US$245 million.
  • Preferred stock offering in the amount of US$20 million.

Selected private securities transactions:

  • Assisting several publicly traded companies in an aggregate of US$25 million private investment in public equity transactions.
  • Representing a subsidiary of a Fortune 500 company in a US$300 million Rule 144A debt offering.
  • Assisting a subsidiary of an international bank in acquiring a US$20 million security interest in a financial services company.
  • Counseling a subsidiary of a telecommunications company in acquiring a US$10 million security interest in an internet company (which has since gone public)
  • Representing various private internet companies in various private offerings in the aggregate amount of US$10 million.

Selected mergers and acquisitions and asset securitizations:

  • Representing a subsidiary of a Fortune 100 company in the acquisition and leaseback of various properties including office buildings and warehouses.
  • Assisting a Fortune 100 company in the acquisition of US$125 million worth of installment sale contracts for automobiles from various financial organizations.
  • Representing a Fortune 500 company in the acquisition of a publicly traded company for US$81 million worth of common stock.
  • Assisting the foreign subsidiary of a Fortune 500 company in the acquisition of US$50 million worth of assets of another insurance company.
  • Counseling a portfolio of Spanish-language internet sites in a merger with a joint venture of a Fortune 100 company and a Mexico City based-telecommunications company.
  • Represented a major company in a US$5 million acquisition of various related mortgage brokerage businesses located throughout California
  • Counseled an international distributor of consumer goods in the merger of two of its largest domestic subsidiaries.
  • Represented a subsidiary of a major energy company in the securitization of energy and natural gas receivables.

Selected loan and project finance transactions:

  • Counseling the investment division of a major insurance company in lending US$15 million to US$50 million to various entities.
  • Representing a major lender regarding a revolving loan providing for advances from time to time against a total borrowing base of US$50 million to an automotive finance company, secured by dealer receivables and related dealer contracts.
  • Assisting a large cogeneration facility in obtaining financing for the construction of the cogeneration facility, acquisition of assets and an increase in its line of working capital.