| Biography | Jaret Davis represents corporate clients, both domestically and internationally, with respect to matters concerning mergers and acquisitions, public and private securities offerings (both equity and debt), financings, securities law compliance, venture capital (both issuers and venture capitalists), joint ventures and various other types of general contractual matters. On the public company front, Jaret has represented clients having an aggregate market capitalization of over $4 billion, operating in industries ranging from a significant electronic security services operator to one of the largest distributors of HVAC systems in the United States. Jaret has a particular focus in the telecommunications and life sciences industries. On the telecommunications front, he has represented several major companies in this area, including a major application services provider, a leading Internet exchange provider operating within the United States, Latin America, Europe and Asia, and several telecommunication startups. With respect to the life sciences sector, Jaret has represented biotechnology start-ups, some of which are publicly-traded, as well as a large Nasdaq-traded manufacturer of orthopedic implants. On the mergers and acquisitions (M&A) front, Jaret serves as primary M&A counsel for the public companies described above, with respect to U.S. acquisitions for a large Canadian software company and with respect to Latin America acquisitions for a hedge fund with approximately $10 billion in assets under management. In 2011, he led the multidisciplinary team spanning several continents and multiple practice areas to negotiate, on behalf of Terremark Worldwide, Inc., a leading Nasdaq-traded provider of IT infrastructure, its acquisition by Verizon Communications, Inc. in a deal with an equity value of approximately $2 billion and an enterprise value of approximately $2.5 billion, ranking it among the largest and most significant transactions within the IT industry and the largest transaction for Verizon since its acquisition of MCI in 2005. In addition, to a lesser extent, Jaret has represented clients in the restaurant and entertainment industry, having facilitated various clients in their purchases of restaurants, nightclubs and other venues, including the purchase, renovation and launch of what is currently one of the leading nightclubs on Miami Beach. Prior to his practice with Greenberg Traurig, Jaret served as a law clerk for both the Enforcement Division and the Market Regulation Division of the United States Securities and Exchange Commission. Areas of Concentration · Legal Areas
- Capital Markets
-- Public offerings
-- Private placements
-- PIPES/ registered directs
-- 144A offerings
-- Equity and debt offerings
-- Underwriter representations
- Mergers & Acquisitions
-- Strategic business combinations
-- Mergers
-- Sale of control transactions
-- LBOs/MBOs,
-- Going-private transactions
-- Corporate takeover contests and defense
-- Section 363/prepackaged bankruptcy acquisitions
- Secured Financing
-- Syndicated debt transactions
-- DIP financings in bankruptcy proceedings
- Venture capital
- Securities compliance
- Corporate planning
- Corporate governance
- General corporate matters · Industries Represented
- Telecommunications; Venture capital funds; Real estate development/construction; Investment banking; Electronic security systems; Orthopedic implants manufacturers; HVAC distributors; Apparel manufacturers and distributors; Correctional facilities; Faith-based organizations; Solid waste disposal equipment and recycling systems; Merchandise distributors; Application service providers; Concrete, cement and other housing materials providers; Railroads; Financial/insurance products; Consulting services; Dairy products manufacturers and distributors; Night clubs and entertainment; Retirement facilities Significant Representations · Capital Markets Transactions
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $75 million 144A offering of senior secured second lien notes purchased by Credit Suisse serving as initial purchaser and secured by a second priority collateral package including complex technology and real estate parcels in several states in the U.S., Belgium, Spain, Brazil, the U.K., British Virgin Islands, Turkey and Peru.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $50 million 144A tack-on offering of senior secured notes purchased by Credit Suisse serving as initial purchaser and secured by a collateral package including complex technology and real estate parcels in several states in the U.S., Belgium, Spain, Brazil and the U.K.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $420 million 144A offering of senior secured notes via an initial purchaser syndicate led by Credit Suisse and secured by a collateral package including complex technology and real estate parcels in several states in the U.S., Belgium, Spain, Brazil and the U.K.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its private placement and subsequent registration for resale of $20 million of common stock to a strategic partner.
- Negotiated with private equity funds on behalf of a former Nasdaq-traded provider of electronic security systems the restructuring of the terms of $40 million of preferred stock held by such funds together with certain other corporate governance covenants provided therein.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its $20 million Registered Direct Offering.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its public offering of $88 million of common stock.
- Represented AMEX-traded international IT infrastructure provider in connection with its public offering of $100 million of common stock.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its public offering of $60 million of common stock.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its private placement of $10 million of convertible preferred stock and accompanying warrants.
- Represented Nasdaq-traded electronic security services company in connection with its private placement of $45 million of notes and accompanying warrants to purchase common stock and subsequent exchange for an equivalent amount of convertible preferred stock.
- Represented Nasdaq-traded electronic security services company in connection with its $18 million private placement of common stock and accompanying warrants and use of the proceeds to shift the company's operations towards the electronic security services industry.
- Represented Nasdaq-traded timeshare developer in connection with the private placement of approximately $11 million of common stock, representing a majority of the company's outstanding equity. Represented same company in connection with certain debt restructurings that were simultaneously implemented.
- Represented NYSE-traded railroad in connection with its $130 million Rule 144A private placement of high yield notes and accompanying warrants and the subsequent exchange offer of publicly-traded notes for these privately placed notes.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $30 million sale of senior notes to certain Dutch venture capital firms to provide funds for the purchase of a leading internet exchange facility in Miami, Florida.
- Represented investment group led by significant "Forbes 1000 Richest People in the World" investor in connection with investment in and taking public of three Israeli biotechnology companies.
- Represented numerous other public and private companies in connection with public offerings and private placements to raise needed capital for short-term purposes, financings of acquisitions and working capital. · Mergers & Acquisitions
- Led multidisciplinary team negotiating, on behalf of Terremark Worldwide, Inc., in its acquisition by Verizon Communications Inc. in a deal with an equity value of approximately $2 billion and an enterprise value of approximately $2.5 billion, ranking it as the largest pairing of a telco and a colocation provider, the largest transaction in the cloud computing space, amongst the largest and most significant transactions within the IT industry and as the largest transaction for Verizon since its acquisition of MCI in 2005.
- Represented Sellers in sale of online provider of pet care information and pet health information to an online retailer of pet supplies.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its acquisition of a sole source supplier for its direct compression molded (DCM) polyethylene bearings for its proprietary knee system.
- Represented investor consortium in connection with purchase of leading Florida-based private bank.
- Represented a publicly-traded golf accessories manufacturer in connection with a transaction valued in excess of $100 million contemplating the divestment of its legacy business and merger with a leading electronics manufacturer in China.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its inaugural $20 million acquisition of a North Carolina-based company engaged in the research, development, manufacture, and marketing of spinal implant devices and related product.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its $10 million acquisition of a French distributor of its products.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $85 million acquisition of a leading managed hosting services provider that is a pioneer within the virtualization arena providing utility-enabled managed solutions.
- Represented Nasdaq-traded electronic security services company in connection with the $5.1 million sale of its legacy operations in Antigua.
- Represented Nasdaq-traded electronic security services company in connection with the sale of its legacy operations in Puerto Rico.
- Represented Nasdaq-traded electronic security services company in connection with negotiations to sell the remainder of its legacy operations in the Caribbean, particularly the Bahamas, Sint Maarten and St. Martin.
- Represented a major public utility in connection with its acquisition of approximately $80 million of wind power projects from Enron Corp.
- Represented a major entertainment company in connection with its $114 million purchase of the assets of Elvis Presley Enterprises.
- Represented a major off-shore importer with respect to its $30 million acquisition of a British duty-free import company.
- Represented the purchaser in connection with his acquisition of a Miami-based restaurant for purposes of converting this restaurant into a franchisee of a national chain of kosher restaurants.
- Represented a major car dealership conglomerate in connection with its $34 million acquisition of numerous car dealerships in Illinois.
- Represented Nasdaq-traded timeshare developer in connection with the private placement of $11 million of its common stock, representing a majority of the company's outstanding equity.
- Represented large Canadian application services provider in connection with its acquisition of a Miami-based software development company.
- Represented nation's largest distributor of HVAC equipment in connection with its routine acquisitions throughout the United States (aggregating in excess of $100 million).
- Represented a Nasdaq-traded solid waste disposal equipment and recycling systems manufacturer in connection with its acquisition of an Arizona chutes and compactors company.
- Represented large operator of retirement communities in connection with its acquisition of individual retirement communities throughout the State of Florida.
- Represented NYSE-traded railroad in connection with its $31.5 million sale of its tractor trailer manufacturing facility in Texas.
- Represented Sound Advice in connection with its $117 million acquisition by Tweeter Entertainment, Inc.
- Represented insurance broker in connection with its proposed sale to Wachovia Bank.
- Represented numerous other public and private companies in connection with mergers and acquisitions.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $12 million acquisition of a managed hosting dedicated services provider in Belgium.
- Represented NYSE-traded railroad in connection with its $294 million "merger of equals" with an equivalent sized Nasdaq-traded railroad in Texas.
- Represented a major investment bank providing valuation analysis to Tiffany & Co. with respect to a $25 million tender offer by Tiffany & Co. for the outstanding common stock of a Nasdaq-traded leading specialty retailer of brand name watches, jewelry, crystal, china and accessories, operating 20 stores on five Caribbean islands, Florida and Alaska.
- Represented investor group in Miami in connection with its acquisition, renovation and remarketing of leading Miami Beach nightclub.
- Represented NYSE-traded real estate developer in connection with its $12.3 million acquisition of leading real estate developer in the Mid-Atlantic region of the United States.
- Represented Nasdaq-traded electronic security services company in connection with the acquisition, which initiated the platform on which it based its entry into the industry.
- Represented Nasdaq-traded electronic security services company in connection with its $40.2 million acquisition of the electronic security services business of Adelphia Communications in Adelphia's Chapter 11 bankruptcy proceeding. · Financings
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $75 million 144A offering of senior secured second lien notes purchased by Credit Suisse serving as initial purchaser and secured by a second priority collateral package including complex technology and real estate parcels in several states in the U.S., Belgium, Spain, Brazil, the U.K., British Virgin Islands, Turkey and Peru.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $50 million 144A tack-on offering of senior secured notes purchased by Credit Suisse serving as initial purchaser and secured by a collateral package including complex technology and real estate parcels in several states in the U.S., Belgium, Spain, Brazil and the U.K.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $420 million 144A offering of senior secured notes via an initial purchaser syndicate led by Credit Suisse and secured by a collateral package including complex technology and real estate parcels in several states in the U.S., Belgium, Spain, Brazil and the U.K.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its $40 million syndicated credit facility.
- Represented a Nasdaq-traded international IT infrastructure provider in connection with its $250 million credit facility consisting of a $150 million loan provided by a syndicate led by Credit Suisse and a $100 million loan provided by a syndicate led by Tennenbaum Capital Partners secured by a collateral package, including complex technology and real estate parcels in several states in the United States, Belgium, Spain, Brazil and the U.K.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its $12 million revolving credit facility with Merrill Lynch Business Financial Services, including a later amendment to this credit facility increasing available amounts under the facility to $30 million.
- Represented Miami-based merchandise distributor in connection with its $15 million revolving credit facility with UPS Capital.
- Represented Nasdaq-traded solid waste disposal equipment and recycling systems manufacturer in connection with its $61 million revolving credit facility provided by a syndicate of lenders led by General Electric Capital Corporation, including numerous amendments and debt restructurings ultimately resulting in a principal amount equal to $68.5 million.
- Represented Nasdaq-traded solid waste disposal equipment and recycling systems manufacturer in connection with negotiating its $5 million Debtor-in-Possession credit facility with General Electric Capital Corporation to provide funds to continue operations during the company's Chapter 11 bankruptcy proceeding.
- Represented NYSE-traded railroad in connection with its $625 million credit facility provided by a syndicate of lenders led by Morgan Stanley Senior Funding.
- Represented NYSE-traded railroad in connection with its $100 million credit facility provided by a syndicate of lenders led by UBS AG.
- Represented Nasdaq-traded international IT infrastructure provider in connection with its $49 million project finance facility to provide funds for the purchase of a leading internet exchange facility in Miami, Florida.
- Represented numerous public companies as to compliance with covenants in credit facilities or bond indentures.
- Represented numerous other public and private companies in connection with financial restructurings. · Venture Capital/Minority Investment
- Represented Nasdaq-traded international IT infrastructure provider in connection with its receipt of a $20 million capital infusion from a strategic partner.
- Represented a large French dairy products producer and distributor in connection with its $2 million investment in an Orlando-based dairy alternatives producer.
- Represented Nasdaq-traded orthopedic implants manufacturer in connection with its $1 million minority investment in and extension of $5 million in credit to a North Carolina-based company engaged in the research, development, manufacture, and marketing of spinal implant devices and related product. Also represented this same company in connection with a related guarantee of a $6 million revolving credit facility entered into between the spinal implant manufacturer and Merrill Lynch Business Financial Services.
- Represented mold inspection company in connection with a minority equity investment by a major private equity fund.
- Represented application services provider startup in connection with its $1 million common equity raise from angel investors. Coached this same startup for its presentation at the Florida Venture Forum.
- Represented major pharmaceutical company in connection with its 50% minority investment in a natural skin care solution provider.
- Represented numerous other startup and young companies in connection with the sale of their capital stock to venture funds and angel investors, including numerous "dot com" companies. · Acquisitions and Divestitures in Bankruptcy Proceedings
- Represented an off-shore bidder in the bid process to purchase the operations of shoe manufacturer Converse, Inc. in connection with Converse's bankruptcy proceedings.
- Represented Nasdaq-traded electronic security services company in connection with its $40.2 million acquisition of the electronic security services business of Adelphia Communications in Adelphia's Chapter 11 bankruptcy proceeding.
- Represented an NYSE-traded railroad in connection with its purchase of certain railroad assets of the Bangor and Aroostock railroad out of that railroad's bankruptcy proceedings.
- Represented a Nasdaq-traded solid waste disposal equipment and recycling systems manufacturer in connection with the divestiture of its $33.1 million solid waste division within its Chapter 11 bankruptcy proceeding.
- Represented a Nasdaq-traded solid waste disposal equipment and recycling systems manufacturer in connection with the divestiture of its $15 million architectural division within its Chapter 11 bankruptcy proceeding.
- Represented a Nasdaq-traded solid waste disposal equipment and recycling systems manufacturer in connection with the divestiture of its Canadian operations within its Chapter 11 bankruptcy proceeding.
- Provided routine corporate representation to a Nasdaq-traded corporation during its pending Chapter 11 bankruptcy proceeding. · Securities Compliance
- Represented NYSE-traded company in connection with implementation and registration of its dividend reinvestment plan.
- Ongoing representation of several NYSE, AMEX and Nasdaq-traded public companies having an aggregate market capitalization in excess of $4 billion.
- Regularly advise publicly-traded companies with respect to requirements of the Sarbanes-Oxley Act of 2002. · General Corporate and Corporate Governance Representations
- Negotiated with private equity funds on behalf of a former Nasdaq-traded provider of electronic security systems the restructuring of the terms of $40 million of preferred stock held by such funds together with certain other corporate governance provided therein.
- Represented a large French dairy products producer and distributor in connection with negotiating the terms of a distribution agreement between the company and an Orlando-based dairy alternatives producer.
- Represented law firm ranked among the top 10 firms in the world in connection with firm's internal partnership structure.
- Represented a real estate limited partnership in connection with a tender offer for all outstanding interests held by limited partners.
- Represented the special committee of the board of directors of a Nasdaq-traded company in connection with an internal investigation being conducted by the special committee as to internal expenditures by management.
- Represented multiple founders in forming limited liability companies, partnerships and corporations in various industries. · Faith-Based Organizations
- Represented one of the nation's largest interfaith coalitions of Christians and Jews in connection with coalition's capital infusion into a joint venture structured to enhance marketing towards the black evangelical community and increase synergies between such community and the American Jewish/Israeli communities. Professional & Community Involvement · Professional
- Leadership Florida, Class XXX, 2011-2012
- Alumni Advisory Board, University of Miami Law Review
- Alumni Advisory Board, University of Miami School of Law Moot Court
- Chair, Dean's Circle, University of Miami School of Law
- Vice President for Fundraising, University of Miami School of Law Alumni Association
- Board of Directors, University of Miami School of Law Alumni Association
- Member, University of Miami Citizen's Board
- Master of Ceremonies, 2008 Dade County Bar Association Officer Induction Ceremony
- Member, Florida Muslim Bar Association
- Member, Dade County Bar Association
- Member, American Bar Association, Business Law Section
- Member, Wilkie D. Ferguson Bar Association
- Member, Florida Regional Minority Business Council
- Member, Beacon Council
- Member, Greater Miami Chamber of Commerce
- Member, Miami-Dade Chamber of Commerce · Community
- Board of Trustees, Miami Children's Initiative
- Board of Directors and Secretary, Miami Coalition of Christians and Jews
- Board of Directors, City Year
- Board of Directors, Friends of Little River
- Board of Directors, Miami Children's Hospital
-- Chair, Technology Committee
- Vice Chairman, Board of Directors, American Diabetes Association
-- Chair, 2011 American Diabetes Association Father of the Year Gala
-- Vice-Chair, 2010 American Diabetes Association Father of the Year Gala
- Member, Impact Circle, Big Brothers Big Sisters of Greater Miami
- Sponsor, RCIA - St. John Neumann Catholic Church
- Member, Florida Finance Committee and Miami Steering Committee, Barack Obama '08 Presidential Campaign
- Co-Chair, Generation Barack Obama Young Professionals Group, 2008
- Member, Iron Arrow Honor Society Council of Elders
- Leadership Miami Alumnus · Greenberg Traurig
- Co-Managing Shareholder for the Miami Office, present
- Administrative Shareholder for the Miami Office, 2009-2010
- Co-Hiring Shareholder, 2007-2010
- Shareholder Paralegal Supervisor, Corporate & Securities Department, 2005-2010 Awards & Recognition · Alumni Banner Marshall, 2011 University of Miami Graduation Commencement · Recipient, "40 Under 40 Outstanding Lawyers of Miami-Dade County," Cystic Fibrosis Foundation, 2011 · Recipient, "Minority 40 Under 40," The National Law Journal, 2011 · Selected, M. Minnette Massey Moot Court Award, University of Miami School of Law Charles C. Papy, Jr. Moot Court Board, 2011 · Recipient, "Key Partners" Award, Corporate Finance/M&A, South Florida Business Journal, 2011 · Recipient, "40 Under 40" Award, The M&A Advisor, 2011 · Honored in 2011 as one of 25 local executives recognized by the Education Fund in celebration of its Twenty-Fifth Anniversary and desire to highlight graduates from the Miami-Dade County Public School system who have achieved significant career success and community leadership · Recipient, Ruth Shack Community Leadership Award, Leave a Legacy and the Miami Foundation, 2011 · Recognized, Legal Trailblazer, Southern District of Florida's Black History Month Committee, 2011 · Recognized by the American Diabetes Association at the National Philanthropy Day 25th Anniversary Celebration Sponsored by the Association of Fundraising Professionals · Selected, Top Dealmaker of the Year - Corporate Finance Category, Daily Business Review, 2010 · Selected, Inaugural Top 20 under 40 list, The Miami Herald, 2010 · Selected, Daniel E. Murray Distinguished Service Award, University of Miami Law Review, 2010 · Selected, one of South Florida's 50 Most Powerful Black Professionals, Success South Florida magazine, 2010 · Listed, 100 Most Accomplished Blacks in Law, ICABA, 2009
- Profiled, Rising Star, ICABA, 2009 · Finalist, "Key Partners" Award, Corporate Finance/M&A, South Florida Business Journal, 2009 · Selected, Super Lawyers magazine, 2009 and 2011 · Listed, Inaugural "40 under 40", South Florida Business Journal, 2009 · Listed, Inaugural Top 20 Professionals Under Forty, Brickell Magazine, 2009 · Member, team ranked as the No.1 corporate law firm in Miami as selected by corporate directors in the annual "Legal Industry Research Study" by Corporate Board Member magazine and FTI Consulting Inc. (ninth year), 2002-2009, 2011 (2010 study did not include rankings by city.) · Profiled, South Florida's Most Influential, Who's Who in Black South Florida, all editions Clerkship · Law clerk, United States Securities and Exchange Commission Southeast Regional Office, 1997 Internship · Intern, Offices of United States Senator Bob Graham, Miami, Florida, 1995 Articles, Publications, & Lectures Articles · Profiled, The Achiever, Miami Today, December 1, 2011 · Featured, "Attorney helps Terremark get $75 million in bond financing," Daily Business Review, November 24, 2010 · Quoted, "Meeting in the middle: Generations X and Y," The Miami Herald, August 18, 2010 · Quoted, "Recession sparks new attitudes for Generation Y," The Miami Herald, August 15, 2010 · Quoted, "Diversity - Law firms promoting minorities, but not enough for some," Daily Business Review, April 22, 2009 · Comment, "A Redundancy of Remedies: Insider Trading and United States v. O'Hagan: A Comparison of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 under the Misappropriation Theory," 53 U. Miami L. Rev. 169, 1998 Speeches · Panelist, "Mission Possible-Cracking the Code: Business Technology" -- panel discussion regarding use of cutting edge technology solutions for small, medium and large businesses including optimal use of cloud computing solutions and the legal and business issues presented thereby, hosted by the Miami-Dade Chamber of Commerce as part of their Fourth Business Empowerment Networking Series, August 2011 · Speaker, Session of "Deal Talk" discussing chronology and structure of Terremark-Verizon acquisition and its impact on the IT sector, May 2011 · Panelist, "If You Build a Better Mousetrap, Will the World Really Beat a Path to Your Door" -- panel discussion group sponsored by the MIT Enterprise Forum, The Launch Pad, Refresh Miami and the University of Miami in which two early-stage companies presented their business products and strategy before a panel with expertise in advising technology related start-ups · Panelist, "How to Get Hired as a Rookie Attorney" -- panel discussion group advising law students on career options and strategies, hosted by Ann Levine on blogtalkradio.com · Speaker, "What is Iron Arrow", Iron Arrow Honor Society, 2010 Fall Tapping Luncheon · Panelist, "Sarbanes-Oxley - An Overview," The Greater Miami Chamber Technology Committee Business Hour, hosted by Veracity Management Group and broadcast on 1360 AM (WKAT) · Panelist, Panel Discussion Group discussing security issues facing IT infrastructure companies (discussion of Sarbanes-Oxley aspects), hosted by IT Women |