Corporate and Financial Weekly Digest
This weekly newsletter features brief summaries of current legal developments of interest to business and financial services clients.
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Securities
Katten’s securities team includes 150 attorneys across our Securities, Securities Litigation and Financial Services practices, in the United States and London. Our attorneys provide sophisticated regulatory advice to public and private companies and other financial market participants. We have extensive experience with SEC disclosure and other public company requirements, regulation of broker-dealers, securities markets, investment funds and investment advisors, as well as the regulation of futures and derivatives.
Katten’s securities team includes 150 attorneys across our Securities, Securities Litigation and Financial Services practices, in the United States and London. Our attorneys provide sophisticated regulatory advice to public and private companies and other financial market participants. We have extensive experience with SEC disclosure and other public company requirements, regulation of broker-dealers, securities markets, investment funds and investment advisors, as well as the regulation of futures and derivatives.
We represent clients in all areas of corporate governance matters, ranging from Sarbanes-Oxley compliance to board special committee representation to investor matters, including shareholder proposals. Our transactional attorneys represent public and private companies in securities transactions ranging from the most straightforward finance transactions to complex corporate transactions such as mergers, tender offers, going private transactions and PIPES, as well as private companies seeking to raise capital through securities offerings.
Our securities litigators represent issuers, underwriters and other market professionals in all types of securities proceedings, including shareholder class actions, derivative actions, corporate governance cases, internal investigations and merger-related litigation. We also regularly represent individuals and companies in SEC, stock exchange and FINRA enforcement matters, as well as in investigations and prosecutions by federal and state authorities. Our attorneys include former members of the SEC, CFTC and FINRA, as well as former Assistant United States Attorneys.
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March 12, 2010
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February 11, 2010
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January 29, 2010
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January 28, 2010
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January 21, 2010
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January 12, 2010
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January 7, 2010
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January 4, 2010
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August 5, 2009
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June 30, 2009
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June 18, 2009
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June 17, 2009
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April 30, 2009
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March 27, 2009
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February 20, 2009
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February 17, 2009
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January 27, 2009
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January 7, 2009
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December 4, 2008
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November 13, 2008
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November 2008
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October 6, 2008
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August 27, 2008
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2008
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March 18, 2008
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March 6, 2008
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Carrols Corporation: In December 2004, we completed a form of “leveraged recapitalization” transaction for our client, Carrols Corporation,
one of the largest restaurant companies in the U.S. currently operating approximately 550 restaurants in 17 states. In the transaction, Carrols (i) issued and sold $180 million of 9% Senior Subordinated Notes, (ii) entered into a new $270 million Senior Secured Credit Facility (consisting of a $50 million revolving credit facility and $220 million of term loan borrowings) and repaid all borrowings under its existing senior credit facility, (iii) consummated a tender offer for its outstanding $170 million of public debt and redeemed all public debt not tendered in the tender offer, and (iv) distributed approximately $140 million to its stockholders (including management). The transaction was arranged by a syndicate of top tier investment banks led by JP Morgan Securities and Banc of America Securities.
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In July 2004 we completed a Consent Solicitation and Exchange Offer, Proxy Solicitation and transfer of assets for an American Stock Exchange listed company and its subsidiaries that own a casino in Atlantic City, New Jersey.
In the transaction, a newly formed subsidiary of the listed company commenced a Consent Solicitation and Exchange Offer to exchange $110 million of its newly issued notes (payable in or convertible into common stock) for up to $110 million of the outstanding notes of another subsidiary of the listed parent company, and the listed parent and its subsidiaries transferred substantially all of their assets (comprising the casino) to the newly formed subsidiary which made the Exchange Offer. The transaction involved numerous filings with the Securities and Exchange Commission, including two registration statements (one for the Consent Solicitation and Exchange Offer and the registration of the newly issued debt, and the other for the registration of the common stock and warrants of the newly formed subsidiary and a proxy to obtain approval of the parent company’s stockholders). Also required was a filing with the Securities and Exchange Commission under the going-private rules for the listed parent company which, in connection with the transaction, de-listed both its common stock and outstanding debt from trading on the American Stock Exchange.
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In December 2004, we assisted our client Dana Corporation
in the tender offer for three series of Dana’s public notes aggregating $1.1 billion and a Rule 144A offering of $450 million of new notes to partially fund the tender offer. The purpose of the transaction was to repurchase outstanding high interest rate notes with highly restrictive covenants while at the same time issue new notes in a lower interest environment on an investment grade, low covenant basis. Dana received the requisite consents to adopt the proposed amendments with respect to each series of notes. A total of approximately $890 million in aggregate principal amount of notes was tendered, supplemental indentures eliminating covenants in the remaining notes were executed, and $450 million of a new series of notes was successfully placed resulting in substantial improvement to Dana’s balance sheet and the elimination of inhibitive covenants. Dana is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicles.
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NexMed, Inc. Case Study
In May 2005, NexMed, Inc., a Nasdaq-listed developer of innovative transdermal treatments based on its proprietary drug delivery technology, closed a private placement of its newly issued convertible preferred stock and warrants to 25 institutional and other accredited investors and raised aggregate gross proceeds of $4.45 million. The Company agreed to register for resale by such investors the shares of common stock underlying the preferred stock and warrants. Robert L. Kohl, Michael H. Williams and Sue Liu of our New York office worked on the transaction.
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