David M. Eaton

David M. Eaton

David Eaton is a partner with the Corporate Finance and Securities Team of Kilpatrick Stockton's corporate practice. He is experienced in capital markets transactions and securities offerings, mergers and acquisitions, and advising public companies and their directors and officers on securities regulatory, corporate governance, stock market, and fiduciary issues.

Selected Experience

· Issuer's counsel in over $3.9 billion of fixed-income securities offerings in last three years.

· Securities counsel to Internet Security Systems, Inc. in $1.3 billion merger with IBM.

· Securities and corporate finance counsel to Reynolds American Inc. in connection with its $3.5 billion acquisition of the Conwood companies, including a $1.65 billion Rule 144A senior secured notes offering and $1.45 billion unregistered exchange offer for previously issued notes of R.J. Reynolds Tobacco Holdings, Inc.

· Represented Certegy Inc. in $4.5 billion merger with Fidelity National Information Systems, Inc.

· Represented National Vision Inc. in merger with affiliate of Berkshire Partners LLC and simultaneous acquisition of Consolidated Vision Group, Inc.

· Represented Reynolds American Inc. in connection with $2.6 billion combination of R.J. Reynolds Tobacco Holdings, Inc. and Brown and Williamson Tobacco Corporation.

· Counsel to BellSouth Corporation in connection with the creation and shareholder authorization of its Latin America Group tracking stock.

· Counsel in numerous public, Rule 144A and private securities offerings, including among other transactions, the IPO of Krispy Kreme Doughnuts.

· Regularly represents issuers and indenture trustees in corporate bond and debenture offerings, including related loans, and tender offers, exchange offers and other balance sheet liability management transactions.

· Represented state-owned Latin American bank in connection with its privatization and international IPO, including Rule 144A and Regulations S offerings of ADRs and International Options.

· Regularly advises public companies in all aspects of securities regulation and SEC reporting, stock market compliance, corporate governance and Sarbanes-Oxley matters.

· Extensive experience as counsel to public and private buyers and sellers in mergers and acquisitions.

· Experience with trust preferred offerings, negotiated tender offers, Exxon Capital exchange offers, and going private transactions.

· Represented private equity and mezzanine funds in formation and portfolio acquisitions.

Complementing his capital markets and M&A transactional practice, David is a regular counselor to companies of all sizes and across industries on the corporate and securities law aspects of being a public company. He routinely advises and assists boards and management in areas such as: corporate governance and fiduciary duties; SEC reporting and public disclosure; insider trading, Rule 144 and Section 16 compliance; proxy statements; stock market listing standard compliance; Sarbanes-Oxley matters; and the securities law aspects of executive and employee compensation and benefits. David was seconded to a NYSE-listed client where he served as acting associate general counsel and, among other things, assisted with the client's assessment and documentation of its company-level control environment for purposes of Section 404 of the Sarbanes-Oxley Act. He is a frequent speaker on securities law topics, and was named one of the top attorneys under 40 in Georgia in Atlanta and Georgia Super Lawyer magazines.

Background

· Prior to joining Kilpatrick Stockton, Mr. Eaton served as a law clerk to the Honorable Howard G. Munson, Senior United States District Judge for the Northern District of New York.

· Mr. Eaton served as executive managing editor of the law review during law school.

· He originally hails from Schenectady County in upstate New York.

Clerkship Experience

Northern District of New York, Honorable Howard G. Munson