William E. Turner II

Will has advised clients in numerous capitalization and finance transactions, other securities matters, mergers and acquisitions, joint ventures, and other corporate matters.  He has extensive experience in public and private securities offerings, public company reporting, and corporate governance matters.  He also assists public company executives in evaluating equity diversification strategies.  He has also assisted entrepreneurs with a variety of start-up businesses and investors in numerous venture capital investments.

Representative Clients

• 21CC, LLC
• First Industrial Realty Trust
• Mediware Information Systems
• Quality Distribution
• Swisscom

Representative Matters

• Early-Stage Funding Opportunities
  

  Represented entrepreneurs in numerous early-stage capitalization opportunities. For example, we represented two entrepreneurs in obtaining a Series A preferred equity investment by a venture capitalist in a nascent premium ice cream company, which is now well known in Chicago. We represented a growing finance company in varying leverage transactions, including obtaining a secured revolving credit facility, privately placing mezzanine debt securities and offering an exchange of mezzanine debt securities. We advised a start-up vocational educational company in a transaction that paid its product development costs while retaining the start-up’s right to utilize the product in other contexts. We also represent several venture capital investors.

• First Industrial Realty Trust Public Offerings
  

  Served as primary counsel to industrial NYSE-listed REIT with respect to public offerings utilizing diverse structures of a 12.5 million share of common stock ($65.6 million) firm commitment underwriting, a continuous “at-the-market” offering of up to 10 million shares of common stock, and direct stock sales of up to 5 million shares pursuant to a dividend reinvestment and direct stock purchase plan. The offerings utilized takedowns from a universal shelf registration statement and newly filed registration statement on which we previously represented the company.

• First Industrial Realty Trust Waterfall Debt Tender Offer
  

  Served as primary counsel to industrial NYSE-listed REIT for its cash tender offer for $160 million in aggregate principal amount of notes utilizing a "waterfall" structure to prioritize accepted tenders.

• Quality Distribution Debt Exchange Offers
  

  Represented Quality Distribution, a public company, in issuing registered notes for outstanding privately issued notes utilizing the A/B exchange structure.

• The Shidler Group/Pacific Office Properties Trust Reverse Merger
  

  Represented The Shidler Group in connection with the formation of a new public west coast-focused office properties REIT in a "reverse merger" transaction involving the contribution of The Shidler Group's western U.S. office building portfolio to a newly created operating partnership subsidiary of Pacific Office Properties Trust and the assumption of indebtedness in excess of $750 million.

Professional Activities and Honors

• American Bar Association

Charitable and Community Involvement

• Member, Village of Northfield School Board and Park Board Caucus

Publications

• Client Action Alert - LLC and LLP Investors May Be Able To Treat Entities' Income and Losses as Passive

Events & Speaking Engagements

• Speaker on Venture Capital Investing, Corporate Governance and Legal Opinion topics

News

• Will Turner quoted in article on "Rudy" fraud complaint
• Will Turner interviewed on start-up businesses