David Eaton is highly experienced in securities offerings and capital markets transactions, mergers and acquisitions, and advising public companies and their directors and officers on securities regulatory, corporate governance, stock market, and fiduciary issues. Mr. Eaton has served as issuer's counsel in over $7.4 billion of equity and debt security offerings in the past four years. He has extensive experience in representing companies issuing stock, bonds and other securities in capital-raising and other transactions. His knowledge encompasses a wide variety of offering methods, security types and transaction structures, including: SEC-registered initial and follow-on public offerings, Rule 144A, and traditional private placements; common stock, secured and unsecured corporate bonds, trust preferred or "capital" securities, and other instruments; and "shelf" registrations, "at-the-market" equity offerings, balance sheet liability management transactions such as tender and exchange offers, and other transactions. He also has a significant background in representing public and private buyers and sellers in mergers and acquisitions. Complementing his transactional practice, Mr. Eaton 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. Mr. Eaton has been named in the "Big Deals" column of the American Lawyer and as a top "Dealmaker" of 2008 by the Atlanta Business Chronicle. He has also been recognized as a 2008 Georgia "Super Lawyer" in the areas of Securities & Corporate Finance, Mergers & Acquisitions and Business/Corporate by SuperLawyers magazine. He is a frequent speaker on securities law topics. Clerkships U.S. District Court for the Northern District of New York - Honorable Howard G. Munson Experience Corporate bond offering "reopening" for AGL Resources Inc., Represented AGL Resources Inc., a Fortune 1000 energy services holding company and parent company of Atlanta Gas Light, in an underwritten public offering of $125 million in senior notes. The offering was a "reopening" of an existing series of AGL bonds originally issued in 2006. Institutional private placements of $110 million of notes for Aaron's Inc., Represented Aaron's, Inc., a leading specialty retailer, in the institutional private placements of $110 million of senior notes. Business combination of Certegy Inc. and Fidelity National Information Services Inc., Represented Certegy Inc., a major publicly held credit card and check verification company, in its $4.5 billion merger with Fidelity National Information Services Inc. and related special dividend to shareholders. The firm also advised the company on issues regarding executive compensation and employee benefits matters relating to the merger. "At-the-market" public offering of common stock for Delta Air Lines, Represented Delta Air Lines in connection with its $196 million registered "at-the-market" offering of common stock. Secured notes offering for R.J. Reynolds Tobacco Holdings and related tender offer/consent solicitation, Represented R.J. Reynolds Tobacco Holdings Inc., a subsidiary of Reynolds American Inc., in a Rule 144A offering of $500 million of two new series of senior secured notes, and a contemporaneous tender offer for $300 million of outstanding notes combined with a consent solicitation to amend the outstanding notes' indenture to remove substantially all of the restrictive covenants. Financing of acquisition made by Reynolds American, Represented Reynolds American Inc. in obtaining $2.1 billion of credit facilities to finance its acquisition of the Conwood Company. Privatization and international initial public offering of Banco Hipotecario, Represented Argentine state-owned national bank, Banco Hipotecario, in connection with its privatization and international initial public offering, including the Rule 144A and Regulation S offering of American Depositary Receipts and International Options. Secondary public stock offerings for Aaron's Inc., Served as counsel to Aaron's Inc., a leading specialty retailer, in four secondary public offerings of securities in 1994, 1998, 2002 and 2006 totaling more than $240 million. Sale of Aaron's Inc.'s corporate furnishings division, Represented Aaron's Inc. a leading specialty retailer of consumer electronics, residential and office furniture, household appliances and accessories, in the sale of its corporate furnishings division to CORT Business Services Corporation for approximately $76 million. Cash tender offer for $150 million of senior subordinated notes of Southern Equipment Company d/b/a Ready Mixed Concrete Company and related consent solicitation, Represented Southern Equipment Company d/b/a Ready Mixed Concrete Company in a cash tender offer for $150 million of its outstanding senior subordinated notes and related consent solicitation. $1.55 billion corporate bond offering for Reynolds American Inc., Represented Reynolds American Inc., holding company for tobacco manufacturers R.J. Reynolds Tobacco Company and American Snuff Company, LLC, in its SEC-registered offering of $1.55 billion in three new series of secured notes. Simultaneously represented company in resyndication of its $550 million senior secured revolving credit facility. Financings for Delta Air Lines, Advised Delta Air Lines as issuer's counsel in a series of debt security financings totaling $3.5 billion since September 2009, including: $750 million Rule 144A Senior Secured Notes offering (September 2009); $600 million Rule 144A Senior Second Lien Notes offering (September 2009); and five SEC-registered public debt offerings structured as Pass Through Trust Certificates (enhanced equipment trust certificates, or EETCs, a form of debt security secured by aircraft) of $689 million (November 2009), $450 million (July 2010), $474 million (November 2010), $235 million (February 2011),and $292 million (March 2011). Multi-part debt security refinancing transaction for leading carpet manufacturer Interface Inc., Represented Interface Inc. in its multi-faceted debt refinancing transaction that involved a Rule 144A private offering (and subsequent SEC-registered exchange offer) of $150 million of Interface's 11.75% Senior Secured Notes due 2013; a concurrent tender offer for the over $140 million outstanding of its publicly held 10.375% Senior Notes due 2010, and related consent solicitation to amend the underlying indenture; and prefatory amendments of its $150 million credit facility with a four-bank syndicate to permit the refinancing transactions. Interface Inc. is the worldwide leader in the design, production and sales of modular carpet, and a leading manufacturer, marketer and servicer of select other floor covering products. $300 million corporate bond offering for AGL Resources Inc., Represented AGL Resources Inc. in its SEC-registered public offering of $300 million principal amount of 5.25% senior notes due 2019. The offering closed in August 2009. AGL Resources Inc. is a Fortune 1000 energy services holding company whose principal business is the distribution of natural gas, and is the parent company of Atlanta Gas Light. Private auction and sale of Cypress Communications, Inc., Represented Cypress Communications, Inc., a publicly held telecommunications company, and its board in connection with the private auction and ultimate sale of the company. Initial public and follow-on stock offerings for Innotrac Corporation, Represented fulfillment and logistics provider Innotrac Corporation in its initial public offering of its common stock, including its pre-IPO corporate reorganization, as well as its follow-on public stock offering. Securities counsel to Internet Security Systems Inc. in connection with its $1.3 billion acquisition by IBM, Served as securities counsel to Internet Security Systems Inc. in connection with its $1.3 billion acquisition by IBM. $1.45 billion notes offer for Reynolds American Inc., Represented Reynolds American Inc., holding company for tobacco manufacturers R.J. Reynolds Tobacco Company and American Snuff Company, LLC, in its unregistered offer to issue $1.45 billion in five new series of its senior secured notes in exchange for five existing series of notes of its subsidiary, R.J. Reynolds Tobacco Holdings, Inc. Also represented Reynolds American Inc. in the subsequent SEC-registered exchange offers to exchange the privately placed notes with substantially identical SEC-registered notes. *Experience gained by attorney prior to joining Kilpatrick Townsend Publications 18 October 2011, SEC Issues Disclosure Guidance for Cybersecurity Risks and Incidents, Legal Alerts 31 January 2011, SEC Adopts Final Rules to Implement Advisory Vote on Executive Compensation and Golden Parachute Payments, Legal Alerts 01 November 2010, SEC Proposes Rules to Implement Advisory Vote on Executive Compensation and Golden Parachute Payments, Legal Alerts 05 October 2010, SEC Stays the Effect of Proxy Access Rules, Legal Alerts 30 September 2010, SEC Proposes New Rules and Issues Current MD&A Guidance on Short-Term Borrowing , Legal Alerts 02 September 2010, SEC Adopts Final Proxy Access Rules, Legal Alerts 23 February 2010, SEC Proposes Amendments to Modernize Rule 10b-18 Safe Harbor Regarding Issuer Repurchases, Legal Alerts 10 December 2009, SEC Approves Revised NYSE Corporate Governance Requirements, Legal Alerts 28 October 2009, FASB's Recent Codification of Accounting Standards to Affect Upcoming SEC Filings, Legal Alerts 22 October 2009, SEC Proposes Amendments to Notice and Access Proxy Rules, Legal Alerts 08 October 2009, SEC Sets Deadline for Smaller Reporting Companies to Provide SOX Independent Auditor Assessment of Internal Control Over Financial Reporting, Legal Alerts 19 October 2006, SEC Adopts Rules That Should Restore Use of Tender Offers in Friendly Cash Mergers, Legal Alerts 11 August 2006, SEC Adopts Major Changes in Executive Compensation Disclosure, Legal Alerts 31 January 2006, Recent Developments for Annual Reports on Form 10-K; Proposals for Proxy Statement Disclosures, Legal Alerts 24 January 2006, SEC to Propose Major Changes in Executive Compensation Disclosure, Legal Alerts 18 January 2006, SEC Clarifies When It Will Seek Civil Penalties Against Public Companies for Securities Law Violations, Legal Alerts 20 December 2005, SEC Relieves Some Pressures on Periodic Reporting; Extends Some Deadlines; Redefines Accelerated Filer, Legal Alerts 01 November 2004, Checking the Legal Health of Private Company Acquisitions
Source: Mergers and Acquisitions Journal, Articles 01 November 2004, The Effect of Sarbanes-Oxley on M&A Activity
Source: Banking & Financial Services Policy Report, Articles 01 June 2004, How Sarbanes-Oxley Affects Merger Considerations
Source: Financial Executive, Articles 01 January 2004, Guidelines for In-House Counsel in Handling 'Conflict-Of-Interest' Transactions
Source: Atlantic Coast In-House, Articles 01 February 1997, The Commercial Banking-Related Activities of Investment Banks and Other Nonbanks
Source: Emory Law Journal, Articles News 09 February 2011, Kilpatrick Townsend Plays Key Role in Delta Deal, In the News 01 July 2010, Kilpatrick closes middle-market Delta deal, In the News 15 June 2010, Kilpatrick Stockton Recognized by Prestigious 2010 Legal 500 US, News Releases Events 10 November 2009, The State of Debt Financing One Year After the Crash, Events 27 March 2009, Raising Equity Capital in a Difficult Market: At the Market Offerings, Registered Direct Offerings, PIPEs and IPOs, Events 22 May 2007, M&A Developments: Tender Offers, Private Equity and SPACs; Current Issues: Experience Under Offering Reform, Restatements and Misstatements and PIPEs, Events 25 March 2005, Executive Compensation Issues, Events 19 November 2004, "Section 16," Practising Law Institute Securities Filings Seminar, Events 03 November 2004, The Sarbanes-Oxley Act and Mergers and Acquisitions, Events |