Christin Cerullo focuses her practice on corporate acquisitions, securities law, and corporate law, including:
· public and private offerings
· mergers and acquisitions
· securities regulation, including representation before SEC, NASD, and state authorities
· SEC filings, statements, and disclosure reports
· advising underwriters in public offerings
· international securities transactions, including Chinese companies listing in the U.S.
· corporate governance issues and strategies
· compliance with NASDAQ, NYSE, and NYSE AMEX requirements
· Section 16 advices
Representative Matters
Equity Offerings
· Represented social services provider in an initial public offering of common stock raising $51.6 million and secondary public offerings of common stock raising $41.6 million and $58 million.
· Represented start-up company providing high-performance wireless point-to-point communications access solutions in an initial public offering of common stock and warrants.
· Represented public company in the e-commerce business in public offerings of $55 million in common stock and $232 million in common stock.
· Represented underwriter in an initial public offering of common stock for a producer of alcoholic beverages.
· Represented underwriter in a number of public offerings of bank holding companies.
· Represented underwriter in public offering of common stock of a pharmaceutical company.
· Represented public company in the e-commerce business in its investment in preferred stock of a private company.
· Represented bank holding company in a private placement of units consisting of preferred stock and subordinated notes.
Debt Offerings
· Represented public utility holding company in its private placement of $250 million senior notes and subsequent exchange offer.
· Represented public company in the healthcare services industry in its private placement of $225 million senior subordinated notes and subsequent exchange offer.
· Represented public company in the institutional pharmacy services industry in its private placement of $225 million senior subordinated notes and subsequent exchange offer.
· Represented public company in the e-commerce industry in its public offering of $57.5 million in convertible notes and subsequent redemption.
· Represented public company in the social services industry in its private placement of $70 million convertible senior subordinated notes.
· Represented company in the collections industry in its exchange offer of $165 million principal amount of floating rate senior notes and $200 million principal amount of senior subordinated notes.
· Represented Chinese healthcare company in the private placement of a convertible note to a Korean-based private equity fund.
Mergers/Acquisitions/Other Matters
· Represented subsidiaries of a public utility holding company in the redemption of their partnership interests.
· Represented public company in the sale of the assets of its heat technology business segment.
· Represented acquiring company in a merger of two public bank holding companies with a total consideration of $38 million consisting of cash and common stock.
· Represented acquiring company in a merger of two direct marketing public companies with a total consideration of $31 million consisting of cash and common stock.
· Represented public company in the healthcare services industry in the spin-off of its subsidiary.
· Represented acquiring bank holding company in a merger of two bank holding companies with a total consideration of $110 million in common stock.
· Represented acquiring company in the social services industry in a merger of equals with a total consideration of $220 million in cash.
· Represented acquiring company in the merger of e-commerce businesses with total consideration of $97.5 million in cash.
· Represented social services company in a proxy contest and solicitation of consent revocation.
· Represented a publicly-held enterprise maintenance solutions company in its acquisition by a private equity firm.
· Represented publicly-held manufacturing company in the defense and aerospace sector in its acquisition by another publicly-held company by way of a tender offer and short-form merger.
Publications
SEC/SRO UPDATE
[Article]
Wall Street Lawyer (Vol. 16, 5)
May 2012
Yelena M. Barychev, Melissa Palat Murawsky and Christin R. Cerullo
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 4)
April 2012
Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky and Michael E. Plunkett
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 3)
March 2012
Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky, Michael E. Plunkett and Thomas R. Westle
SEC/SRO UPDATE
[Article]
Wall Street Lawyer (Vol. 16, 3)
March 2012
Yelena M. Barychev, Melissa Palat Murawsky and Christin R. Cerullo
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 2)
February 2012
Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky and Michael E. Plunkett
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 1)
January 2012
Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky and Michael E. Plunkett
SEC/SRO UPDATE
[Article]
Wall Street Lawyer (Vol. 16, 1)
January 2012
Yelena M. Barychev, Melissa Palat Murawsky and Christin R. Cerullo
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 3)
November/December 2011
Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky and Michael E. Plunkett
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 2)
October 2011
Yelena M. Barychev, Melissa Palat Murawsky, Christin R. Cerullo, Francis E. Dehel and Michael E. Plunkett
UP TO DATE: CURRENT DEVELOPMENTS IN SECURITIES LAWS
[Alert]
Up to Date: Current Developments in Securities Laws (No. 1)
September 2011
Yelena M. Barychev, Melissa Palat Murawsky, Christin R. Cerullo, Michael E. Plunkett and Francis E. Dehel
SEC/SRO UPDATE
[Article]
Wall Street Lawyer (Vol. 15, 9)
September 2011
Yelena M. Barychev, Melissa Palat Murawsky and Christin R. Cerullo
SEC ADOPTS SHAREHOLDER ACCESS RULES
REVISIONS TO PROXY RULES FACILITATE SHAREHOLDER NOMINATIONS OF DIRECTORS
[Alert]
Corporate and Securities Update
September 2010 (No.6)
Yelena M. Barychev and Christin R. Cerullo
SWEEPING FEDERAL FINANCIAL REFORM ACT ENACTED:
WHAT THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT MEANS FOR PUBLIC COMPANIES
[Alert]
Corporate and Securities Update
July 2010 (No. 5)
Yelena M. Barychev, Melissa Palat Murawsky, Francis E. Dehel and Christin R. Cerullo
BEING A U.S. PUBLIC COMPANY
[Book]
Bowne & Co., Inc.
February 2010
Christin R. Cerullo, David Gitlin, Frederick D. Lipman, Yelena M. Barychev, Ephraim Schmeidler and Barbara D. Linney
A TIGHTROPE WALK IN TOUGH ECONOMIC TIMES
[Article]
The Legal Intelligencer
March 2, 2009
Christin R. Cerullo
SEC RELAXES ELIGIBILITY REQUIREMENTS TO PERMIT THE USE OF FORMS S-3 AND F-3 BY SMALL BUSINESSES
[Alert]
Corporate and Securities Update
August 2007 (No. 10)
Christin R. Cerullo
SEC PROPOSES REVISED "KATIE COURIC" EXECUTIVE COMPENSATION PROVISION
[Alert]
Corporate and Securities Update
September 2006
Yelena M. Barychev, Francis E. Dehel and Christin R. Cerullo
News
BLANK ROME LAUNCHES CHINA COMPANY SECURITIES LITIGATION TASK FORCE
[Press Release]
July 25, 2011
Barry H. Genkin, James T. Smith, Dawn M. Bernd-Schulz, Nigel J. Binnersley, Sheila E. Branyan, Steven L. Caponi, et al.
LANDSLIDE VICTORY ACHIEVED BY THE BLANK ROME SHAREHOLDER ACTIVISM GROUP IN DEFENDING THE PROVIDENCE SERVICE CORPORATION AGAINST PROXY CONTEST BROUGHT BY DISSIDENT STOCKHOLDER GROUP
[Press Release]
June 17, 2009
Elise M. Adams, Barry H. Genkin, Richard DiStefano and Christin R. Cerullo
Cases a nd Deals
BOOMERANG SYSTEMS IN A PRIVATE PLACEMENT OF NOTES FOR $11.6M
[Deal]
December 2011
Brad L. Shiffman and Christin R. Cerullo
Boomerang Systems, Inc. in connection with its private placement of 6 percent convertible promissory notes due 2016.
HERLEY INDUSTRIES ACQUIRED BY KRATOS DEFENSE & SECURITY FOR $270M
[Deal]
March 30, 2011
Christin R. Cerullo, Francis E. Dehel and Steven Dubow
Herley Industries, Inc. in its acquisition by Kratos Defense & Security Solutions, Inc. for approximately $270 million.
CARS-DB4 IN PRIVATE PLACEMENT ISSUANCE OF $463.3M IN NET-LEASE MORTGAGE NOTES
[Deal]
December 23, 2010
Richard F. Williamson, Scott R. Smith, Pelayo Coll, Thomas E. Biron, Michael J. Medveckus, Joseph T. Gulant, et al.
CARS-DB4, L.P., a subsidiary of Capital Automotive L.P., in the private placement issuance of $463.3 million in Net-Lease Mortgage Notes secured by mortgage liens on 83 automobile dealership properties.
CHINESE HEALTHCARE COMPANY IN A PRIVATE PLACEMENT TO KOREAN FUND
[Deal]
August 2010
Christin R. Cerullo, Joseph T. Gulant and Joshua L. Strober
A Chinese healthcare company in the private placement of a convertible note to a Korean-based private equity fund.
SANDLER O'NEILL UNDERWRITES $30M OFFERING
[Deal]
June 22, 2010
Lawrence R. Wiseman, Christin R. Cerullo and Timothy A. French
Sandler O'Neill in a $30 million offering of 15,000,000 shares of common stock issued by Republic First Bancorp, Inc.
ENTERPRISE LOGISTICS COMPANY ACQUIRED BY GLOBAL IRON HOLDINGS
[Deal]
March 4, 2010
Christin R. Cerullo and Joshua L. Strober
An enterprise logistics and maintenance solutions company in its acquisition by Global Iron Holdings, LLC, an affiliate of Global Equity Capital, LLC for an undisclosed amount.
SANDLER O'NEILL AS UNDERWRITER IN $23M OFFERING OF STOCK
[Deal]
December 2009
Christin R. Cerullo and Joshua L. Strober
Sandler O'Neill in a $23 million offering of common stock issued by Citizens & Northern.
GSI COMMERCE IN REGISTERED PUBLIC UNDERWRITTEN OFFERING FOR $232 MILLION
[Deal]
August 18, 2009
Francis E. Dehel, Melissa Palat Murawsky, Alan H. Lieblich, Yelena M. Barychev, Daniel R. Blickman and Christin R. Cerullo
GSI Commerce in a registered public underwritten offering of $232 million of common stock.
BLANK ROME SUCCESSFULLY DEFENDS THE PROVIDENCE SERVICE CORPORATION IN PROXY CONTEST
[Case]
June 17, 2009
Elise M. Adams, Barry H. Genkin, Richard DiStefano and Christin R. Cerullo
Blank Rome successfully defended The Providence Service Corporation in a proxy contest against a dissident stockholder group.
PROVIDENCE SERVICE CORPORATION ACQUIRES LOGISTICARE FOR $220 MILLION
[Deal]
December 7, 2007
Steven Dubow, Thomas P. Dwyer, Elise M. Adams, Thomas B. McKernan III, Brad L. Shiffman, Christin R. Cerullo, et al.
Providence Service Corporation in its acquisition of LogistiCare for $220 million.
DAWSON JAMES UNDERWRITES VIRAGEN'S SECONDARY PUBLIC OFFERING
[Deal]
November 3, 2006
Christin R. Cerullo
Dawson James in the underwritten public offering of units by Viragen, Inc., for $18.7 million.