Corporate & Securities
Overview
Barack Ferrazzano's Corporate & Securities Group represents public and privately held domestic and international companies, as well as investors and boards of directors, in a wide range of corporate and securities law matters. Our broad experience includes mergers, acquisitions and sales of businesses, domestic and international joint ventures, public and private securities offerings and underwritings, SEC filings and compliance matters, corporate governance and stockholder issues, takeover and anti-takeover counseling, leveraged buyouts, private equity, venture capital, and corporate finance.
Corporate Counseling
The Firm's Corporate & Securities Group has a reputation among U.S. and international business leaders for its highly experienced attorneys and its focused attention to each client's strategic needs. Our attorneys regularly provide legal and business advice to our clients and assist them with their day-to-day business requirements. We serve as general counsel to a variety of established and rapidly growing domestic companies and as lead U.S. counsel to a number of large international companies. We also represent entrepreneurs and individuals whose businesses have evolved during the course of our representation from emerging entrepreneurial companies to publicly traded companies with institutional followings.
Mergers & Acquisitions
Mergers and acquisitions are among the focal areas of our practice. The Firm is regularly called upon to assist our regular private and publicly-held clients, as well as clients who retain us to act as special counsel on transactions requiring highly specific knowledge and experience, with stock and asset acquisitions, mergers, spin-offs, divestitures, joint ventures, and other strategic transactions. Our mergers and acquisitions experience is unusually diverse and unique. Over the past several years, we have represented domestic and foreign buyers, sellers, and financial intermediaries in diverse transactions involving clients in many different industries including financial institutions, luxury goods, retailing, manufacturing, motor vehicle, wine and spirits, energy, and high technology.
Securities
The Firm maintains an active practice representing and counseling issuers of debt and equity securities, and also regularly represents underwriters and other parties in securities transactions. The Firm has handled numerous domestic and international offerings involving a wide range of debt, equity, and hybrid securities. These offerings include initial and other public offerings by issuers, secondary offerings by stockholders, offerings relating to dividend reinvestment programs, exchanges of securities and employee benefit plans, and private placements. In addition, the Firm regularly assists its publicly-held clients with their periodic SEC reporting and disclosure requirements, including the requirements of the Sarbanes-Oxley Act.
In connection with securities transactions, the Firm participates in structuring transactions, drafts disclosure and selling documents, negotiates with or for underwriters, prepares applications to national exchanges, and provides general counseling for compliance with all applicable federal and state securities and corporate governance laws.
Takeover & Anti-Takeover Counseling & Litigation
Barack Ferrazzano attorneys have also represented issuers, management, and acquirors in a number of contested takeovers, tender offers, proxy fights, and self-tender offers for debt and equity securities. Our services in connection with these engagements include participating in litigation and acquisition strategy, preparing anti-takeover defenses (such as stockholder rights plans), and assisting clients in complying with applicable tender offer and proxy regulations and state anti-takeover statutes.
Our Team
Leveraging a combination of legal, regulatory, and previous business experience, our attorneys are highly credentialed with many years of experience and strong business acumen. As a result, we are well known for crafting practical and creative solutions to difficult or unique complex corporate transactions. In addition, the Firm's flexible, streamlined structure promotes a level of efficiency and quality that makes Barack Ferrazzano especially valuable to some of the world's most successful companies.
Members of our Corporate & Securities Group include an adjunct professor of securities law at Northwestern University Pritzker School of Law, an adjunct professor of finance at Northwestern University's Kellogg School of Management (teaching courses in mergers and acquisitions), a former chair of the Chicago Bar Association's corporate law committee, an attorney who played a role in major revisions to the Illinois Business Corporation Act, as well as a number of attorneys who write and speak on a regular basis, both in the U.S. and abroad, on various corporate and securities law topics.
Experience
Representative Experience
Representation of L Catterton in their $25 million fundraising for Hydrow, an unique at-home fitness system.
Representation of Louis Vuitton in finalizing the negotiation of a complementary collaboration with Leandra Medine Cohen – author, blogger, influencer, and founder of independent fashion and lifestyle site, Man Repeller – as the face of the Spring-Summer 2020 women’s shoe collection by Nicolas Ghesquière.
Represented Accor S.A. in its merger with the Business Travel Operations of Compagnie Internationale des Wagons-Lits et du Tourisme, Carlson Travel Group, and Carlson Marketing Group.
Represented Accor S.A. in its sale of Carlson Wagonlit Travel to the Carlson Companies and One Equity Partners in a deal valued at over $250 million.
Represented ACME Barrel Company in the sale by merger to Palex, a public company, for a total cash purchase price of approximately $35 million.
Representation of Moët Hennessy and its affiliates in the acquisitions of Newton Vineyard, Belvedere and Chopin vodkas, 10-Cane rum, Woodinville Whiskey Company and an equity interest in Colgin Cellars.
Engaged as corporate counsel to AMEX investment management company.
Representation of Givenchy – a Louis Vuitton Moët Hennessy luxury brand known for its haute couture clothing, accessories, and perfume – in the negotiation of a relationship deal with prominent actress and singer Ariana Grande as the new face of Givenchy. Ariana will be featured in Givenchy’s Fall-Winter 2019 campaign, to be unveiled in July (Announced: May 2019).
Representation of Assembled Brands – the company that finances emerging consumer goods brands – in a deal that secured $100 million in permanent capital from funds managed by Oaktree Capital Management, L.P. Assembled Brands will use the funds to finance the next generation of consumer goods brands and to continue the development of its proprietary underwriting technology.
Represented a development stage biotech company in a going public "reverse merger" transaction, including a related pre-merger PIPE financing into the public company target.
Represented LVMH Moët Hennessy Louis Vuitton in its sale of its interest in Bliss to Starwood Hotels & Resorts.
Counsel to FINRA-licensed broker-dealer engaged in structuring and raising non-listed REIT equity equivalents for listed REITs.
Represented Clicquot S.A. in connection with its investment in Newton Vineyard.
Represented Data Transmission Network Corporation in connection with the sale to VS&A Communications Partners by cash tender offer worth over $300 million.
Represented Digital Garage in its venture investments in Twitter, Technorati, and Etology.
Represented Ellison Technologies in its acquisition of J&H Machine Tools.
Represented numerous ethanol production companies in going private SEC deregistration transactions, including through reverse stock splits and reclassifications.
Represented Fendi in its acquisition of a controlling interest in Taramax SA, its watch licensee, and entry into long term license agreement.
Represented First Analysis in its venture investments in GAPBusters, NitroSecurity, AdvancePath Academics, and Learning Internet.
Represented Main Street in connection with the merger of equals involving First Busey and Main Street resulting in a financial institution with assets of $4.1 billion.
Recent projects include: negotiation of the sale of First Industrial’s interests in several North American joint ventures to its joint venture partner; the significant restructuring of the operations of this REIT’s taxable REIT subsidiary and its receipt of a private letter ruling from the IRS that resulted in the REIT’s recognition in excess of $100 million of tax losses from the restructuring transaction; and restructuring of the REIT’s and its operating partnership’s $625 million primary credit facility with Wells Fargo Bank, National Associations, as the Administrative Agent.
Represented First Industrial in the formation of four joint ventures with CalSTRS, including three joint ventures for an aggregate investment of $1.8 billion in U.S. real estate and a $285 million joint venture for real estate investment in Canada; and in the negotiation of several subscription debt facilities with WestLB AG, New York branch, including two multicurrency facilities totaling $950 million.
Represented First Industrial Realty Trust in its conversion of automatic shelf registration statements to Form S-3 shelf registration statements. The registration statements cover sales by the company as well as resales by existing securities holders and involve more than $1.75 billion of securities.
Served as primary counsel to NYSE-listed industrial REIT with respect to several public offerings utilizing diverse structures, including a 12.5 million share of common stock ($65.6 million) firm commitment underwriting, various "bought deal" underwritten offerings of an aggregate of over 35.1 million shares of common stock for gross proceeds of over $450 million, continuous “at-the-market” programs offering up to 10 million shares, 12.5 million shares and 13.3 million shares of common stock, respectively, 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 on which we previously represented the company.
Served as primary counsel to First Industrial in connection with its cash tender offers for $160 million and $87 million, respectively, in aggregate principal amount of notes utilizing a "waterfall" structure to prioritize accepted tenders.
Representation of Football Fanatics in connection with its recapitalization and sale of Series A Preferred Shares to a well-known private equity firm.
Represented GF Machining Solutions, a division of Georg Fischer AG providing machine tools and related solutions and services, in its acquisition of all of the equity of Microlution, Inc. a specialty machine-tool company.
Representation of Getaway – an outdoor and wellness focused hospitality company – in a deal that secured $22.5 million in Series B financing. The round was led by a controlled affiliate of Starwood Capital Group, with continued support from L Catterton and other existing shareholders.
Represented Global Material Technologies, a leading manufacturer of steel wool, in connection with the formation of a joint venture to manufacture steel wool products in India.
Represented Grist Mill Co., a public company, in the sale to International Home Foods, Inc. by cash tender offer of over $150 million.
Represented related hedge funds in numerous PIPE investments in and convertible debt financings of companies in a range of industries.
Represented Hitachi in its acquisition of Mechanical Dynamics & Analysis, a provider of products and services for the power generator industry.
Represented Hitachi in the formation of a multi-billion dollar global alliance with General Electric Company of their nuclear power plant businesses.
Represented Inland Venture Corporation in a development joint venture with Pine Tree Institutional Realty involving equity commitments of $100 million.
Representation of Kendo Holdings, Inc., a cosmetics and beauty incubator company owned by LVMH Moët Hennessy Louis Vuitton and affiliated with Sephora, in strategic transactions related to the formation and launch of the brand Fenty Beauty by Rihanna.
Representation of Le Labo in connection with the sale to The Estée Lauder Companies Inc.
Representation of LVMH Moët Hennessy Louis Vuitton (LVMH) in strategic corporate and intellectual property transactions related to the formation and launch of Fenty by Rihanna, a new luxury fashion maison of ready-to-wear clothing, shoes, and accessories. The historic collaboration will make Rihanna the first woman to create an original LVMH brand, and Fenty the first LVMH-established fashion house in more than 30 years (Announced: May 2019).
Represented LVMH Moët Hennessy Louis Vuitton in its acquisition of a number of cosmetics companies, including Fresh, Benefit Cosmetics, Bliss, and Hard Candy.
Representation of LVMH Moët Hennessy Louis Vuitton in its acquisition by merger of Donna Karan International Inc., a publicly held retail company, and a related private company that owns the Donna Karan trademarks, for a total cash purchase price in excess of $700 million.
Representation of LVMH Moët Hennessy Louis Vuitton in its acquisition of a UK company that owns Hotel Saint-Barth Isle de France, a 5-star hotel located on the Caribbean Island of St. Barthémy. The acquisition involved complex holding structures that required extensive tax planning and negotiations with minority shareholders.
Representation of LVMH Moët Hennessy Louis Vuitton in connection with its acquisition of botanical skincare company Ole Henriksen.
Representation of LVMH Moët Hennessy Louis Vuitton in its $650M sale of Donna Karan International to New York-based G-III Apparel Group. LVMH purchased Donna Karan - its first major American label - in 2001, a transaction where Barack Ferrazzano also acted as LVMH's legal advisor.
Representation of LVMH Luxury Ventures, an investment arm of LVMH Moët Hennessy Louis Vuitton SE, aimed at taking minority stakes in emerging, iconic brands, in its equity investment in Gabriela Hearst LLC. Launched by its founder and namesake, Gabriela Hearst, the company is a New-York based luxury ready-to-wear, leather goods, and lifestyle company.
Served as counsel to Medgenics, Inc., an Israeli clinical-stage biopharmaceutical company, in its U.S. initial public offering of common stock on the NYSE Amex.
Represented Moët Hennessy S.A. in its acquisition of Millennium Import, the manufacturer, importer, and distributor of Belvedere and Chopin vodkas, in a deal worth approximately $300 million.
Representation of Moët Hennessy in its sale of the worldwide distribution rights of Chopin Vodka to Diamond Capital Ltd.
Represented issuers and banks in multiple municipal bond transactions involving, among other projects, the construction of a manufacturing facility, the financing of a private, not-for-profit school, and the financing of a community health center.
Represented National Container Services in a management buy-out transaction.
Representation of Neapco in its acquisition of a division of Automotive Components Holdings, an affiliate of Ford Motor Company, and its entry into a long term supply agreement with Ford.
Serve as primary corporate, securities, and tax counsel for this West Coast office REIT. Recent projects include: negotiation of senior executive employment contracts, and a continuous public offering of $400 million senior common stock which was declared effective in January 2010. Pacific Office's non-listed senior common stock offering represents a novel capital-raising opportunity by providing a publicly traded REIT with access to the market for non-listed REIT shares.
Representation of Piazza Sempione, an upscale fashion line headquartered in Milan, Italy, with respect to formation of joint venture with IK Enterprises for the development and operation of Piazza Sempione retail stores in the U.S.
Represented Pierre Fabre Dermo-Cosmetiques, S.A. in its sale of Physicians Formula.
Following his representation of Neapco in its acquisition of a drivelines division of an affiliate of Ford Motor Company, Dan continues to represent Neapco in the areas of corporate structuring, intellectual property, contractual negotiations, employment and real estate matters as Neapco has grown to become one the world’s largest driveshaft and half-shaft manufacturers.
The Firm has a longstanding relationship with LVMH, an iconic luxury goods and services conglomerate with 60+ brands, serving as outside counsel for its corporate and real estate transactions, as well as intellectual property and litigation matters around the world, and providing strategic legal counsel in connection with acquisitions, dispositions, joint ventures, brand management, employment agreements, and endorsement agreements.
Represented Quality Distribution, Inc., a public company, in issuing registered notes for outstanding privately issued notes utilizing the A/B exchange structure.
Representation of Safecor Health in its acquisition of Regional Service Center, the largest pharmaceutical repackaging company in the eastern United States.
Representation of L Real Estate, a private equity fund sponsored by LVMH, and Dacra, founded and owned by developer Craig Robins, in connection with the sale of a 20% interest in Miami Design District Associates, a joint venture between L Real Estate and Dacra, to General Growth Properties (GGP) and Ashkenazy Acquisition Corp. GGP and Ashkenazy paid an aggregate of $280 million for the 20% interest, valuing the entire joint venture at $1.4 billion. Miami Design District Associates owns a substantial portion of the Miami Design District which it is developing to be a leading luxury retail destination in the dynamic Miami market. The Firm continues to represent Miami Design District Associates, including in connection with its leasing activities, as it continues to attract leading luxury goods companies to the Miami Design District.
Representation of Provident in its sale to Mérieux NutriSciences Corporation, one of Europe's leading human nutrition clinical trials companies.
Represented Salomon, S.A. in its acquisition of assets of Bonfire Think Tank Designs.
Represented Salomon, S.A. in its acquisition of Taylor Made Golf Co.
Representation of Sephora in negotiations with Kohl's on a long-term strategic partnership to create a new era of elevated Beauty at Kohl's, marrying Kohl's expansive customer reach and omnichannel convenience with Sephora's prestige service, product selection and exceptional beauty experience.
Serve as counsel to L Catterton, the largest consumer-focused private equity group in the world, in connection with its growth investments in leading consumer brands, including recent investments in NotCo, Hydrow, FlashParking, ThirdLove, ClassPass, and Il Makiage.
Representation of Getaway – an outdoor and wellness focused hospitality company – in a deal that secured $41.7 million in Series C financing. The round was led by Certares, with continued support from L Catterton, Starwood Capital Group, and other existing shareholders.
Represented Automobili Lamborghini America, in a collaboration with Lady Gaga and the Born This Way Foundation, a non-profit organization founded by Lady Gaga, to fundraise money for those disproportionally impacted by COVID-19.
Represented Louis Vuitton Malletier (Louis Vuitton), in its brand ambassador agreement with rising Japanese-American tennis champion, Naomi Osaka.
Represented LVMH Luxury Ventures, an investment arm of LVMH Moët Hennessy Louis Vuitton SE, in its equity investment in renowned horology authority HODINKEE.
Represented LVMH Luxury Ventures, an investment arm of LVMH Moët Hennessy Louis Vuitton SE, in its equity investment in Replika Software, a social commerce platform solution enabling brands to empower their network of social sellers to inspire and sell online.
Represented Moët Hennessy, a division of LVMH Moët Hennessy Louis Vuitton SE, in its partnership with Shawn Jay-Z Carter, pursuant to which Moët Hennessy has acquired a 50% stake in the Champagne brand, Armand de Brignac.
Represented Moët Hennessy, a division of LVMH Moët Hennessy Louis Vuitton SE, in its acquisition of a minority stake & distribution partnership with WhistlePig Whiskey.
Counsel with respect to the U.S. operations of Sonova Holding AG, an international provider of hearing instruments. Represent the client in various areas of the law, including corporate, litigation, and employment matters.
Represented Tab Products Co., a public company, in connection with the sale by merger to HS Morgan Limited Partnership.
Represented The Horton Group in multiple acquisitions of insurance agencies throughout the Midwest and Southwest.
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.
Represented U.S. Laboratories in the stock acquisition of Robert W. Hunt Company.
Represented U.S. Laboratories in the stock acquisition of Terra-Mar.
Represented U.S. Bank in $300 million revolving credit facility for Pacific Capital Bank secured by refund anticipation loans. This financing replaced a securitized conduit facility that had been used in prior years and was the first such credit facility.
Represented controlling stockholder in acquisition of remaining stock of Vita Food Products by merger.
Representation of VTG North America and VTG Rail, US subsidiaries of VTG AG, the largest railcar lessor in Europe, in their acquisitions of railcar assets from various third parties, including Sumitomo, General Electric Capital, Babcock & Brown, and CIT Group, and ongoing general counseling in the companies’ railcar leasing businesses.
Represented Wanxiang America Corporation in its acquisition of Neapco, an industry leader in drivetrain technology.
Clients
Representative Clients
Representation of global private equity firm L Catterton and its fund strategies (including L Catterton North American Growth and L Catterton Real Estate) in connection with its growth investments in leading consumer brands, luxury retail-driven real estate developments, and other transactions.
Representation of Bridgewater Bancshares, Inc. (Nasdaq: BWB) and its subsidiary Bridgewater Bank (HQ: Minnesota) in M&A, IPO, subordinated debt, and other transactions.
Representation of Level One Bancorp, Inc. (Nasdaq: LEVL) and its subsidiary Level One Bank (HQ: Michigan) in M&A, IPO, subordinated debt, and other transactions.
Representation of French multinational conglomerate LVMH in connection with its growth investments in leading consumer brands, luxury goods, and other transactions.
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