Stephen is co-chair of the Capital Markets subgroup of the firm's Financial Institutions Industry Team.
He focuses his practice on corporate and securities law, with a concentration on public offerings and private placements, including private investments in public equity (PIPEs) transactions. He also maintains an active practice representing hedge and private equity funds in transactions, as well as trading and general advice. In addition, Stephen has been involved in numerous private and public mergers and acquisitions transactions.
Prior to joining McGuireWoods, Stephen worked for a large international law firm representing a wide range of publicly and privately held commercial, industrial and financial enterprises. He frequently speaks and writes on corporate law issues, and is AV Peer Review Rated, Martindale-Hubbell’s highest peer recognition for ethical standards and legal ability.
Representation of ExlService Holdings Inc. (Nasdaq: EXLS), a leading operations management and analytics company, in its investment in Corridor Platforms, a proprietary risk management platform.
Representation of ExlService Holdings, Inc. (Nasdaq: EXLS), an operations management and analytics company, in its purchase of substantially all of the assets of Health Integrated, Inc., a Tampa-based healthcare analytics firm.
Representation of the Special Committee of the Board of Constellation Healthcare Technologies, a publicly traded revenue cycle management company, in a “going private” transaction valued at more than $309 million sold to CC Capital.
Representation of C.R. Bard, Inc., a NYSE listed company, in connection with its purchase of assets from Cousin Biotech, a French biotechnology company.
Representation of C.R. Bard, Inc. in connection with its purchase of assets from ALRC Técnicas e Materiais Cirúrgicos, Lda., a Portuguese medical device company.
Representation of ExlService Holdings Inc. (Nasdaq: EXLS) in connection with its agreement to acquire RPM Direct, LLC for $74 million in cash and restricted stock.
Represented the audit committee of the board of directors of the general partner of a master limited partnership in connection with the partnership’s $40 million acquisition of certain assets owned by an affiliate of the general partner.
Represented a special committee in an $800 million acquisition by the CEO of a Nasdaq listed credit card processor.
Represented a publicly traded Sprint PCS affiliate in a stock-for-stock merger with another Sprint PCS affiliate for $275 million.
Represented a Korean electronics company in connection with the sale of its power device division for $455 million.
Represented one of the largest supermarket companies in the United States in connection with its purchase of a grocery store chain in a $3.6 billion public merger for cash and stock.
Representation of Professional Diversity Network, a publicly-traded Internet software and services company, in its acquisition of the National Association of Professional Women Inc., one of the largest networking organizations of professional women in the country, and its acquisition of Noble Voice, a technology-based call center.Securities Transactions
Representation of National Securities Corp. and Craig-Hallum Capital Group as placement agents’ counsel in connection with a $21.6 million private placement (PIPE) of Class B common stock by RumbleOn, Inc. (Nasdaq: RMBL), a disruptive e-commerce platform focused on the motorcycle and power boat market.
Representation of ExlService Holdings, Inc. (Nasdaq: EXLS), a leading operations management and analytics company, in a strategic private placement (PIPE) transaction in which EXL issued $150 million aggregate principal amount of 3.50% convertible senior notes to The Orogen Group, a private company created by former Citigroup CEO Vikram Pandit and Atairos.
Representation as underwriters’ counsel of National Securities Corporation, as representative of the underwriting syndicate, in connection with a follow-on public offering of common stock by Checkpoint Therapeutics, Inc. (Nasdaq: CKPT), a clinical-stage immune-oncology biopharmaceutical company.
Representation of FBR Capital Markets in its “at-the-market” offering for Soligenix (Nasdaq: SNGX), a late-stage biopharmaceutical company focused on develop and commercializing products to treat rare diseases.
Representation of Biofrontera AG (Nasdaq: BFRA), an international biopharmaceutical company, as issuer’s counsel in its U.S. initial public offering of American Depositary Shares and subsequent trading on Nasdaq.
Representation of National Securities Corporation as underwriters’ counsel in connection with a follow-on public offering of common stock by Senseonics Holdings, Inc. (NYSE: SENS), a medical technology company focused on commercializing glucose monitoring products.
Representation of JS Capital Management, Jonathan Soros’ investment fund, as the anchor investor of One Madison Corp. (NYSE: OMADU), a special purpose acquisition company (SPAC), in connection with its $300 million initial public offering (IPO).
Representation of Northland Securities, Inc. as the sole bookrunner in connection with a follow-on public offering and Nasdaq uplist by AMERI Holdings, Inc., a provider of SAP cloud and digital enterprise services.
Representation of the underwriters and joint book-running managers Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC and Joseph Gunnar & Co., LLC in the U.S. initial public offering of American Depositary Shares and warrants of Oasmia Pharmaceutical AB (NASDAQ: OASM)
Representation of Barclays Capital Inc. and Citigroup Global Markets, Inc., as representatives of a syndicate of underwriters, in connection with the registered public offering of $690 million of two series of convertible senior notes of American Realty Capital Properties, Inc.
Represented JMP Securities, Inc. and Realty Capital Securities LLC, co-placement agents, in connection with a $900 million sale of convertible preferred stock and common stock of American Realty Capital Properties, Inc., a publicly traded NASDAQ-listed REIT, to private investors in PIPE (private investment in a public entity) transaction.
Representation of JMP Securities LLC and Ladenburg Thalmann & Co. Inc., as representatives of the underwriting syndicate, in connection with an underwritten firm commitment initial public offering of shares of Class A common stock of RCS Capital Corporation, a NYSE-listed company that provides wholesale broker-dealer, investment banking and capital markets, transaction management and transfer agency services.
Represented J.P. Morgan, Citigroup, Barclay’s, BMO Capital Markets and KeyBanc Capital-Markets as joint Book-Running Managers in connection with a $300 million convertible senior notes offering by American Realty Capital Properties, Inc.
Represented AG Mortgage Investment Trust, Inc., a mortgage REIT in its initial public offering and concurrent private placement, raising an aggregate of $184 million, underwritten by a syndicate of underwriters led by Deutsche Bank, Stifel Nicolaus and RBC Capital Markets.
Represented AG Mortgage Investment Trust, Inc. in a $100 million secondary offering underwritten by Deutsche Bank, a Fortune 100 financial institution and Stifel Nicolaus.
Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $60 million At-the-Market Offering for American Realty Capital Properties, Inc.
Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $500 million SEC-registered high grade offering for St. Jude Medical, Inc.
Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $450 million SEC-registered high grade offering for St. Jude Medical, Inc.
Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $1.2 billion SEC-registered high grade debt offering for St. Jude Medical, Inc.
Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $158 million shelf takedown of a Bermuda based reinsurance company. Also represented the company in its $192 million initial public offering led by Morgan Stanley, SSB, Bank of America and Dresdner Kleinwort.
Represented Miller Tabak & Co., LLC as sales agent in $100 million at-the-market offering of common units of Cheniere Energy Partners, L.P. and as sales agent in a 10 million shares at-the-market offering of common stock of Cheniere Energy, Inc.
Represented Ladenburg Thalmann & Co. Inc., as dealer manager, in the “reasonable best efforts” initial public offering by American Realty Capital Properties, Inc. of 5,580,000 shares of common stock for proceeds of $69,750,000. American Realty Capital Properties, Inc. is externally managed by an affiliate of American Realty Capital, a privately-held, vertically integrated real estate company with approximately $5 billion of assets under management.
Represented Robert Baird & Co. Incorporated and Ladenburg Thalmann & Co. Inc. in a $32.5 million secondary offering of American Realty Capital Properties, Inc.
Represented an owner of television stations in a $405 million senior secured notes offering.
Represented Vector Group in connection with its $165 million senior secured notes offering.
Represented a leading NYSE-listed dermatological pharmaceutical company in connection with a $500 million exchange offer and a Rule 144A $400 million contingent convertible senior notes offering.
Represented a syndicate of underwriters, led by DLJ and a Fortune 100 financial institution, in connection with a $100 million initial public offering of the leading producer of power sources for medical devices and a $178.5 million follow-on offering led by CSFB and Morgan Stanley.
Represented one of the largest supermarket companies in the United States in connection with its Rule 144A, Regulation S $2.6 billion investment grade debt offering, underwritten by Salomon Smith Barney, Deutsche Bank Alex Brown and JP Morgan, and associated exchange offer.
Represented a syndicate of underwriters, led by Morgan Stanley, in connection with a $2.5 billion initial public offering of ADRs of Korea Telecom Corp. in which the Korean government was a selling shareholder.
Representation of Maxim Group as underwriter in connection with a transaction that raised $14.7 million for publicly-traded NeuroMetrix Inc., a pain management company.
Representation of Aegis Capital Corp. in connection with the Initial Public Offering of Professional Diversity Network, a NASDAQ listed, publicly-traded internet software and services company.
Representation of National Securities Corporation as underwriters’ counsel in connection with a $14.1 million public offering of common stock by RumbleOn, Inc. (Nasdaq: RMBL), a disruptive e-commerce platform focused on the motorcycle and power boat market.Private Equity Transactions
Representation of AG Mortgage Investment Trust, a publicly traded mortgage real estate investment trust (REIT) and subsidiary of Angelo, Gordon & Co., in the formation and initial funding of Arc Home LLC, a $30 million mortgage banking platform.
Representation of Garrison Loan Agency Services LLC and its affiliated funds in connection with its $14.7 million limited recourse loan to an equity sponsor.
Representation of Security Benefit Corporation in connection with its debt and preferred equity refinancing of Aurify Brands LLC.
Represented AUA Equity in connection with its purchase of Associated Foods.
Represented Morgan Stanley Principal Investments in connection with its equity commitment in connection with the $45 billion leveraged buyout of TXU Corp.
Represented Morgan Stanley Principal investments with respect to its equity commitment in connection with the acquisition by Mitel Networks Corporation of Inter-Tel Inc.
Represented the Investors Cyrus and Black Canyon in the $90 million investment in a domestic airline sponsored by Virgin America.
Represented Transit Wireless, LLC, a joint venture formed to design, market, install, own, operate and maintain a neutral, shared wireless infrastructure to provide commercial wireless cellular and internet services to the MTA’s New York City Transit Authority subway riders within the 277 underground subway station in New York City, in connection with an investment by Broadcast Australia.
Represented a private equity investment firm in connection with its $126 million investment in a telecommunications services company.
Represented a provider of colocation services in connection with Series A and B preferred stock investments aggregating more than $200 million.
Represented a French telecommunications company in connection with a $250 million equity investment by DLJ Merchant Banking.
Named to "New York Super Lawyers," Mergers & Acquisitions, Super Lawyers, Thomson Reuters, 2018
AV Preeminent Rated, Martindale-Hubbell
McGuireWoods Advises Placement Agents in $21.6 Million PIPE by RumbleOn
November 8, 2018
McGuireWoods Advises EXL in $150 Million Convertible Debt Investment by The Orogen Group
October 15, 2018
McGuireWoods Team Advises International Biopharmaceutical Company Biofrontera AG on U.S. IPO
March 5, 2018