Carly Ginley

Carly E. Ginley Partner

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Carly focuses her practice on representing public and private companies, investment banks, private equity firms and other institutional investors in a broad range of capital markets transactions across various industries. These transactions include initial public offerings, follow-on and secondary offerings, and private and registered offerings of high-yield debt, investment grade debt and equity securities. She also advises corporate clients on securities law compliance, corporate governance matters, public reporting requirements, stock exchange rules and disclosure issues.

Carly also has extensive experience in liability management transactions and advises clients on debt tender and exchange offers, redemptions and consent solicitations. In addition, she routinely handles the financing and securities law aspects of mergers and acquisitions transactions.

Prior to joining McGuireWoods, Carly practiced corporate and securities law at large international law firms and at a leading global toy and family entertainment company.

Experience

Initial Public Offerings:

  • Representation of the underwriters in connection with the initial public offering of one of the largest gaming and hospitality companies in the world.
  • Representation of a real estate development firm in its initial public offering and concurrent private placement.
  • Representation of the underwriters in connection with the initial public offering of a leading global cruise company.
  • Representation of The Benchmark Company, a provider of financial advisory services, as sole book-running manager in connection with the initial public offering of ordinary shares by Sagtec Global Limited (Nasdaq: SAGT), a leading provider of customizable software solutions for the Food and Beverage industry in Malaysia.
  • Representation of a defense and government services contractor in connection with a dual-track process that included a proposed initial public offering of common stock and culminated in a merger via a reverse Morris Trust transaction with a provider of specialized investigative and risk mitigation services and the U.S. public sector business of a global IT services and consulting firm to form a separate, publicly traded company.
  • Representation of the underwriters in multiple SPAC IPOs.

Follow-On Equity and Debt Offerings:

  • Representation of a well-established American department store chain in numerous debt offerings.
  • Representation of a technology company specializing in advanced battery systems and electric vehicle charging infrastructure in its Regulation A+ offering and multiple follow-on equity offerings.
  • Representation of a global river cruise company in numerous debt offerings.
  • Representation of the placement agents in various PIPEs, including for:
    • IN8bio, Inc. (Nasdaq: INAB), a leading clinical-stage biopharmaceutical company focused on innovative gamma-delta T cell therapies; and
    • Protagenic Therapeutics, Inc. (Nasdaq: PTIX), a leader in biopharmaceutical innovation.
  • Representation of the underwriters in several registered follow-on equity offerings, including for
    • Modular Medical, Inc. (Nasdaq: MODD), a development stage medical device company;
    • Quantum Computing Inc. (Nasdaq: QUBT), an innovative, integrated photonics and quantum optics technology company;
    • One of the largest gaming and hospitality companies in the world; and
    • A leading global cruise company.
  • Representation of the underwriters in various registered debt offerings, including for:
    • A global leader in the chemicals and specialty materials industry;
    • A leading provider of kidney care services; and
    • A leading provider of post-acute healthcare services.
  • Representation of the initial purchasers in numerous private debt offerings, including for:
    • A leading provider of digital satellite television services;
    • A specialized aviation company focused on heavy-lift helicopter services;
    • A diversified internet and media company;
    • A globally recognized apparel company;
    • A leading retailer specializing in party supplies;
    • A prominent operator of local casinos and resorts;
    • A diversified healthcare services company; and
    • A leading media company.
  • Representation of the sales agents in various at-the-market offerings, including for:
    • A real estate investment trust (REIT) that owns, operates and develops single-family rental homes; and
    • A healthcare company focused on primary care, chronic disease management, and wellness programs.

Liability Management Transactions:

  • Representation of Dominion Energy, Inc. in its tender offer for its Series B preferred stock.
  • Representation of a global apparel company in its $140 million debt-for-equity exchange.
  • Representation of a global river cruise company in multiple consent solicitations.

Financing of Mergers and Acquisitions:

  • Representation of one of the largest gaming and hospitality companies in the world in its acquisition by a prominent American gaming and hospitality company.
  • Representation of a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling in its acquisition of a global industrial engineering company specializing in air and gas handling equipment.
  • Representation of a company that specializes in flash memory storage solutions in its acquisition by a data storage company that designs, manufactures, and sells storage devices and solutions.
  • Representation of a water and wastewater utility holding company in its acquisition of a regulated water utility company.
  • Representation of a leader in the fresh produce industry in its acquisition of a significant stake in a global leader in the production, marketing, and distribution of fresh fruits and vegetables.
  • Representation of a private equity firm specializing in investments at the intersection of technology and government in its acquisition of the Capital Services business of an engineering, procurement, and construction (EPC) firm.
  • Representation of a leading global provider of communications infrastructure in its acquisition by a private equity firm specializing in digital infrastructure.

Mergers and Acquisitions:

  • Representation of CONSOL Energy Inc. in its merger of equals with Arch Resources, Inc.
  • Representation of a leading U.S. producer of ready-to-eat sandwiches and snacks in connection with its acquisition of a family-owned bakery and the assets of a U.S.-based manufacturer and distributor of packaged sandwiches and convenience foods.
  • Representation of a global leader in medical technology specializing in heart valve innovations in its acquisition of a medical device company specializing in the development of transcatheter mitral valve implantation (TMVI) systems.
  • Representation of a leading designer, manufacturer, and supplier of alternative fuel components in its cross-border merger with a Canadian multinational company specializing in alternative fuel technologies.
  • Representation of a payment processing provider in its acquisition by a U.S.-based fintech and payments technology company.
  • Representation of a global growth-oriented private equity firm specializing in investments across technology, healthcare, and media sectors in its acquisition of a distinguished American publisher specializing exclusively in children’s literature.

*A number of the above matters were handled prior to joining McGuireWoods LLP.