Capital Markets

Kevin’s capital markets experience includes the following representative transactions:

• Advising a Nasdaq-listed clinical-stage biopharmaceutical company in a $105 million venture debt term loan financing; a $75 million synthetic royalty financing; and a $149.5 million follow-on registered public offering of common stock and pre-funded warrants.
• Representing a Nasdaq-listed solid-state battery technology and manufacturing processes company in its $150 million “at-the-market” (ATM) offering program and its $130 million registered direct offering of common stock, pre-funded warrants and common stock warrants.
• Counseling a NYSE-listed provider of artificial intelligence (AI) driven policy and regulatory intelligence solutions in a comprehensive refinancing of its senior and subordinated debt, including the establishment of a $75 million senior secured term loan and issuance of approximately $60 million of subordinated convertible notes.
• Representing a Nasdaq-listed-bank holding company in its registered public offerings of investment grade debt.
• Serving as special counsel to a Nasdaq-listed REIT in its offerings of investment grade debt and in establishing its ATM program with a forward sale component.
• Counseling a Nasdaq-listed health care manufacturing company in connection with its commercial paper program.
• Serving as special United States counsel to a TSX-listed industrial chemicals and services company in connection with its securities and finance matters.
• Advising a clinical-stage biopharmaceutical company in its $71.2 million PIPE transaction; its successful “uplisting” to Nasdaq; its $78.2 million follow-up public offering; and its $100 million “at-the-market” continuous offering program.
• Representing a Nasdaq-listed manufacturing company in its Rule 144A offerings of senior notes.
• Counseling a Nasdaq-listed animal health company in its Rule 144A offering of senior convertible notes.
• Advising NYSE-listed REITs and underwriters on IPOs; follow-on offerings of common stock, preferred and depositary shares; and establishment of ATM programs.
• Representing a mall-based specialty retailer in its $175 million Rule 144A offering of senior secured high yield notes in April 2011 and the Rule 144A offering by its parent company of $165 million of senior PIK toggle notes.
• Representing a specialized commercial finance company on its $340 million initial public offering and more than $2.5 billion of subsequent securities offerings.

Strategic Transactions

Selected strategic transaction engagements in which Kevin has played a leading role include the following:

• Representing Decision Point Systems, Inc. in its sale to a private equity buyer.
• Advising Chesapeake Lodging Trust in its approximately $2.5 billion sale to Park Hotels & Resorts.
• Counseling a NYSE American-listed company in a “going private” transaction with a related party.
• Representing a NYSE-listed media company in multiple bolt-on acquisitions of complementary digital marketing and media properties.
• Advising the independent directors of a NYSE-listed REIT in the acquisition of development property from a related party.
• Advising a joint venture comprised of U.S. private equity fund and Chinese conglomerate in its acquisition by merger of a NYSE-listed hospitality company with an aggregate transaction value of approximately $600 million.
• Advising Highland Hospitality Corporation in its approximately $2 billion sale to a private equity buyer.
• Counseling a specialty commercial finance company in various strategic transaction efforts, including its pre-IPO reorganization; its conversion to a REIT and related special dividend of cumulative earnings and profits; its acquisition and securitized financing of approximately $250 million of senior living facilities; its proposed disposition of its senior living business through a $345 million carve-out IPO; and various issuer tender offers and consent solicitations relating to its debt securities.