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Securities Offerings 2021


Speaker(s): C. Daniel Haaren, D. Scott Bennett, Danielle Scalzo, James A. Harrod, Joseph H. Kaufman, Lona Nallengara, Nicole J. Pinder, Sophia Hudson
Recorded on: Oct. 19, 2021
PLI Program #: 307145

C. Daniel Haaren focuses his practice on capital markets transactions, including initial public offerings, other equity financings and investment grade, high-yield and convertible bond offerings. He also has significant experience in mergers and acquisitions and regularly advises clients on governance, public disclosure and general corporate matters.

Mr. Haaren’s clients have included Ashland, Bank of America, Barclays, BDT Capital Partners, Booking Holdings, Cable One, Cincinnati Bell, Cinemark, Conduent, Gannett, Goldman Sachs, J.P. Morgan, John Wood Group, Martin Marietta, MediaAlpha, Morgan Stanley, Olin, PG&E, Pinnacle Foods, Robinhood, Technicolor, US Foods, Valvoline, ViewRay and Wells Fargo.

Mr. Haaren’s notable financing transactions include:

  • IPOs for Climate Transition Capital Acquisition 1 SPAC, Core & Main, MediaAlpha and Valvoline, and other equity offerings for First Horizon Bank, MediaAlpha, PG&E and ViewRay
  • Investment grade debt offerings for Ashland, Booking Holdings, Gannett, Jersey Central Power & Light, PartnerRe and Seaspan
  • High-yield debt offerings for Ashland, Entegris, FirstEnergy, Olin, Seaspan and Tesoro
  • Convertible debt offerings for Allegheny Technologies, Booking Holdings, Cable One, Cinemark, Eventbrite, Gannett and Magnite
  • Representing Robinhood in its $3.4 billion capital raise
  • Representing PG&E in its $9 billion equity exit financing, including its tri-tranche offering, which represents the largest utility public equity offering in history, and corporate governance and securities law compliance matters related to PG&E’s reorganization proceedings under chapter 11

Mr. Haaren’s notable M&A transactions include representing:

  • Mylan in its successful takeover defense against Teva’s $40 billion hostile bid and its $35 billion offer to acquire Perrigo
  • Pinnacle Foods in its $10.9 billion acquisition by Conagra
  • US Foods in its $1.8 billion acquisition of SGA Food Group
  • Martin Marietta in its $1.625 billion acquisition of Bluegrass Materials
  • BDT Capital Partners in its acquisition of a majority interest in Alliance Laundry Systems from Ontario Teachers’ Pension Plan and its majority investment in Marquette Transportation
  • CommScope in the pending spin-off of its Home Networks business

Mr. Haaren was named a “Rising Star” by Law360 in 2021, recognizing him as one of five outstanding capital markets lawyers in the nation under the age of 40.

Mr. Haaren was born in Red Bank, New Jersey. He received a B.A. from Duke University in 2009 and a J.D. magna cum laude from the New York University School of Law in 2012, where he was an Articles Editor of the Law Review and elected to the Order of the Coif.

Mr. Haaren joined Cravath in 2012 and was elected a partner in 2019.

 

 


Joe Kaufman is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm's Corporate Department. Joe advises clients on public and private offerings of debt and equity securities, corporate governance, business combinations and general corporate and securities law matters.  Joe joined Simpson Thacher in 1994 and was elected a member of the Firm in November 2002.

Joe was recently recognized by Chambers USA: America's Leading Lawyers for Business 2019. He was also named a 2015 “MVP” in Capital Markets by Law360. In 2011, he was named by The National Law Journal as one of the three “Most Influential Lawyers” in the Finance and Capital Markets category. In 2005, he was named one of 17 “Up-and-Comers of the Deal Economy” by The Deal magazine.

He is a member of the Board of Directors of Start Small, Think Big!, an organization that helps under-resourced entrepreneurs create thriving businesses in underserved areas.  In his spare time, Joe is an avid swimmer and annually swims across Long Island Sound to raise money for cancer research, prevention and treatment on behalf of Swim Across America.

He received his A.B., magna cum laude, from Harvard College in 1989, and his B.A. (Hons.) in Economics from the University of Canterbury (New Zealand) in 1990. He received his J.D. with honors from University of Chicago Law School in 1994, where he was managing editor of the University of Chicago Legal Forum.

 


Nicole Pinder is a partner at PricewaterhouseCoopers LLP (“PwC”) based in New York with approximately 25 years of public accounting experience.

Effective November 2017, she returned to the Transaction Services (“Deals”) practice and assumed the Market Team Leader role for Capital Markets & Accounting Advisory Services (“CMAAS”) in New York after being on tour in the Firm’s National Quality Organization (“NQO”). As part of this role, she is responsible for leading a team of 200+ professionals in providing accounting and financial reporting advice to a variety of organizations from start-ups to large, multinational public companies.

From July 2015, Nicole was on tour in the SEC Services Practice of NQO. In this role she was responsible for consulting on a wide array of capital markets activities, complex SEC matters and other areas relating to accounting, auditing and financial reporting. She also performed pre-filing reviews of transactional documents and periodic filings with the SEC for both domestic and foreign private issuer registrants.

Prior to serving in the NQO, Nicole was a partner in the Deals practice. In this role she consulted on and provided assurance and advisory services to companies across a broad range of industries in the United States, Europe and South Africa with a focus on complex financial reporting matters. She has advised corporates and private equity houses on the execution of their capital markets transactions (public and private debt and equity offerings), divestitures, and on complex accounting and reporting matters under various GAAPs. Nicole also has several years of experience advising companies on the adoption of and reporting under International Financial Reporting Standards ("IFRS").

Prior to her relocation to New York in October 2004, Nicole was based in London, United Kingdom. During her 5 years with the Global Capital Markets Group in London, a technical specialist group within the Transaction Services practice, she was primarily responsible for advising and assisting with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. During this time her client base included a concentration of consumer products companies, utilities, and oil and gas services companies.

Nicole is both a certified public accountant and a chartered accountant. Prior to joining the accounting profession, she qualified as a lawyer. She is a regular speaker on financial reporting and accounting topics.

Credentials / Professional Memberships:

Certified Public Accountant (CPA) – licensed in New York state

Member of the American Institute of Certified Public Accountants (AICPA)

Chartered Accountant, CA(SA) – South Africa

Member of the South African Institute of Chartered Accountants (SAICA)

Member of the Public Accountants & Auditors’ Board, South Africa (PAAB)

Faculty member – Practising Law Institute (PLI)

 


Scott Bennett is a partner in Cravath’s Corporate Department. His practice primarily focuses on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions. Mr. Bennett advises clients across a broad range of industries, such as consumer products, oil and gas, financial services, healthcare, industrials and chemicals, media and entertainment, technology, telecommunications, shipping, transportation and blockchain and financial technology (FinTech).

Mr. Bennett has been recognized for his work in the capital markets arena by The Legal 500 United States from 2014 through 2019; The Legal 500 Latin America from 2015 through 2017; IFLR1000 from 2016 through 2019; and Super Lawyers in 2016 and 2017. He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. From 2017 through 2019, Mr. Bennett was named a “Next Generation Lawyer” in both the Capital Markets: Equity Offerings and Capital Markets: Global Offerings categories by The Legal 500 United States. In addition, he has been recognized as a leading practitioner in mergers and acquisitions by The Legal 500 Latin America in 2016 and 2017.

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University in 2006 where he was valedictorian, a notes and comments editor of the Law Journal and was elected to the Order of the Coif. He joined Cravath in 2006 and became a partner in 2014. Mr. Bennett currently serves as the Firm’s Corporate Hiring Partner and is a member of the Firm’s Diversity Committee.


Sophia Hudson is a capital markets partner in the New York office of Kirkland & Ellis LLP. Sophia advises issuers and underwriters on capital markets transactions, including initial public offerings and follow-on equity offerings, public and private high-yield, investment-grade and convertible debt offerings and private placements of equity and convertible securities for early stage companies. She also counsels her corporate clients, including management teams and boards of directors, on governance, corporate and securities law matters.

Her experience ranges across a variety of industries, including consumer goods, financials, industrials, life sciences, mining, retail, specialty pharmaceuticals and technology. She has represented all the major U.S. investment banks.

Sophia has been recognized as a leading capital markets attorney by major legal publications, including named a “Rising Star” by New York Law Journal in 2017 and by Law360 for Life Sciences in 2016.

Sophia was a member of the Partnership for New York City 2016-2017 class of David Rockefeller Fellows. She has served as the co-chair of Practising Law Institute’s “How to Prepare an Initial Public Offering” since 2015. Sophia received her J.D. from the University of Michigan Law School and her A.B. from Princeton University.


Danielle Scalzo is a partner in the Corporate & Financial Services Department of Willkie Farr & Gallagher LLP in New York.  Her practice includes mergers and acquisitions involving public and private companies, public and private offerings of debt and equity securities, private equity transactions, general corporate and securities law and corporate governance advice.  Danielle practiced for two years in the firm’s London office, where she focused on international corporate and securities matters.


Lona Nallengara is a partner in the Corporate practice group of Shearman & Sterling representing companies and their boards on corporate governance, disclosure, and securities offerings and on the financial regulatory process.

From 2013 to 2015, Lona served as Chief of Staff to SEC Chair Mary Jo White, where he was Chair White’s top advisor. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. Following his SEC tenure, Lona was Chief Governance Officer and a senior advisor to Ray Dalio at Bridgewater Associates, LP.

Prior to joining the SEC, Lona was a partner at Shearman & Sterling, joining the firm in 1998. 


With over seventeen years experience prosecuting complex litigation in federal courts, Mr. Harrod’s practice focuses on representing the firm’s institutional investor clients in securities fraud-related matters.

Over the course of his career, he has obtained over a billion dollars on behalf of investor classes. His high-profile cases include In re Motorola Securities Litigation, in which he was a key member of the team that represented the State of New Jersey’s Division of Investment and obtained a $190 million recovery three days before trial.  Recently, Mr. Harrod represented the class of investors in the securities litigation against General Motors arising from GM’s recall of vehicles with defective ignition switches, and recovered $300 million for investors – the second largest securities class action recovery in the Sixth Circuit.

Mr. Harrod represented institutional investors in several cases concerning the issuance of residential mortgage-backed securities prior to the financial crisis.  He worked on the team that recovered $500 million for investors in In re Bear Stearns Mortgage Pass-Through Certificates Litigation, which brought claims related to the issuance of mortgage pass-through certificates during 2006 and 2007.  In a similar action, Plumbers’ & Pipefitters’ Local #562 Supplemental Plan & Trust v. J.P. Morgan Acceptance Corp. I, he recovered $280 million on behalf of a class of investors.  Other mortgage-backed securities cases that Mr. Harrod worked on include In re Lehman Bros. Mortgage-Backed Securities Litigation ($40 million recovery), and Tsereteli v. Residential Asset Securitization Trust 2006-A8 ($10.9 million recovery).

Among his other notable recoveries are The Department of the Treasury of the State of New Jersey and its Division of Investment v. Cliffs Natural Resources Inc. (class recovery of $84 million); Anwar, et al., v. Fairfield Greenwich Limited (settlement valued at $80 million); In re Service Corporation International ($65 million recovery); Danis v. USN Communications, Inc. ($44.6 million recovery); In re Tower Group International, Ltd. Securities Litigation ($20.5 million recovery); In re Navistar International Securities Litigation ($13 million recovery); and In re Sonus Networks, Inc. Securities Litigation-II ($9.5 million recovery).

In connection with his representation of institutional investors, he is a frequent speaker to public pension fund organizations and trustees concerning fiduciary duties, emerging issues in securities litigation and the financial markets. 

Mr. Harrod is recognized as a New York Super Lawyer for his securities litigation achievements.