Jeffrey A. Letalien represents domestic and foreign issuers, underwriters, and investors in diverse transactions. These transactions include public and private offerings and business combinations, as well as with respect to corporate governance, reporting and disclosure obligations, and other matters relating to securities regulation. Jeff regularly counsels public companies on compliance with periodic reporting requirements, complex indenture covenant requirements, and the corporate governance requirements of various stock exchanges.
Jeff represents public and private companies as issuers of debt and equity securities, including initial public offerings (IPOs), private placements of high-yield, convertible, and investment-grade debt securities under Rule 144A, and public-for-private exchange offers. He represents funds and individuals investing in securities of public and private companies, and related matters, including Section 13(d) and Section 16 reporting and compliance. He also advises public companies in connection with “going dark” and going private, as well as in connection with disclosure obligations relating to business combinations, including proxy statements and tender offer materials.
Prior to joining Morgan Lewis, Jeff was a corporate and securities associate with the New York office of an international law firm and with the Stamford, Connecticut, office of another international law firm.
Represented a major international energy company in connection with indenture compliance and US securities law aspects of an approximately $12 billion acquisition of a US energy supplier.
Represented an international retailer of jewelry and fashion accessories in a series of private placements of senior secured notes totaling over $1.5 billion under Rule 144A to institutional investors.
Represented an international biopharmaceutical company in a $350 million public offering of convertible notes.
Represented initial purchasers of a $300 million private placement under Rule 144A of convertible notes of a worldwide operator of tankers, containerships and other vessels.
Represented a national chain of fast-food restaurants in a $200 million private placement of senior PIK toggle notes under Rule 144A to institutional investors.
Represented initial purchasers of a $200 million private placement under Rule 144A of senior notes of a global operator of helicopters and helicopter transport services.
Represented underwriters of an over $150 million initial public offering of an international operator of a fleet of containerships.
Represented an international operator of a fleet of crude oil carriers and petroleum product tankers in a series of follow-on equity offerings totaling approximately $140 million.
Represented underwriters of an over $125 million initial public offering of an international operator of a fleet of containerships.
Represented an international dairy product supplier in a $100 million private placement of senior notes.
Represented underwriters of a series of follow-on equity offerings of an international dry-bulk carrier totaling approximately $75 million.
Represented a cancer research company in an over $25 million PIPE transaction.
Represented a supplier of printing and publishing equipment in connection with its proxy statement and other securities law aspects of the sale thereof to a private equity fund.
Represents an international operator of a fleet of crude oil carriers and petroleum product tankers in connection with filings with the SEC as a foreign private issuer, as well as communications with the NYSE and its stockholders.
Represents a national media and publishing company in connection with 10-K, 10-Q, 8-K, proxy, and Section 16 filings, as well as communications with the NYSE and its stockholders.
Represents a national wholesale food distributor in connection with 10-K, 10-Q, 8-K, proxy, and Section 16 filings, as well as communications with NASDAQ and its stockholders.
Represented a former NYSE-listed metals manufacturer in a $575 million private placement of senior notes under Rule 144A in connection with a going-private transaction and a subsequent exchange offer.
Represented a business development company in a $200 million private placement to a foreign pension fund.
Represented a special-purpose acquisition company in the sports, leisure, and entertainment industry in an over $200 million initial public offering.
Represented a NYSE-listed furniture company in a $200 million private placement of senior notes under Rule 144A and a subsequent exchange offer.
Represented a special-purpose acquisition company in the industrial sector in a $150 million initial public offering.
Represented underwriters in connection with public offerings of equity securities of special-purpose acquisition companies and placement agents in connection with offers and sales of debt securities of energy and healthcare companies.
Other Corporate Representations
Represented exchange-listed and other reporting companies in the manufacturing, retail, and technology sectors, in connection with periodic reporting, proxy statement, Section 16, and corporate governance requirements, as well as stockholder communications.
Represented a private equity fund as lead investor making a $500 million preferred investment in auto parts manufacturer emerging from bankruptcy.
Represented private equity funds and individual investors in purchases of preferred stock and other securities of public and private companies in the auto parts, pet supply, and beverage industries.
Represented sellers of private companies in the education, telecommunications, and retail industries in connection with sales to national and multinational corporations.
Represented domestic and foreign public companies, hedge funds, business development companies, private equity funds, and private companies in a broad range of restructuring and workout transactions.
Georgetown University Law Center, 2004, J.D., Magna Cum Laude