Kara MacCullough's practice is focused on advising public and private companies on corporate and securities law issues surrounding corporate finance transactions and mergers and acquisitions, including private and public securities offerings (IPOs, follow-on and secondary offerings, convertible notes offerings, PIPEs, high-yield debt and Regulation S/offshore offerings), exchange/tender offers, asset and stock purchases and other commercial transactions in the United States and abroad. She has served as issuer's counsel in connection with over $10 billion in equity and debt offerings and debt tender offers by public companies in the past three years and has experience with international business transactions including cross-border tender offers.
Kara also counsels public companies on corporate governance, executive compensation, director responsibilities and fiduciary duties. Her merger and acquisitions experience involves the full range of M&A transactions, including public company mergers, private company acquisitions and dispositions, strategic investments, going private transactions, special committee representation and tender offers.
Kara represents public companies in connection with their acquisition of public and private companies. Kara's clients have included companies in the telecommunications, retail, restaurant, transportation, life sciences, financial services, media and entertainment, utilities and information technology industries.
Areas of Concentration
· Public companies and securities
· Corporate governance
· Mergers and acquisitions
· Financial services
· International and cross border transactions
· International practices
Professional & Community Involvement
· Member, The Florida Bar
- Business Law Section; International Section
· Member, American Bar Association
Awards & Recognition
· Listed, The Best Lawyers in America, Corporate Law, 2012-2014
· Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America's Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
· Selected, Daily Business Review, "Top Dealmaker of the Year - Corporate Finance Category," 2013
· Listed, Chambers USA Guide, 2006-2013
· Listed, "Top Dealmakers of the Year," Daily Business Review, 2011 winner; 2007-2010 finalist
· Listed, Super Lawyers magazine, Florida Super Lawyers, 2010
· Counsel to Burger King Holdings in connection with its $4.3 billion acquisition by 3G Capital, a Brazilian private equity fund.
· Counsel to Burger King Holdings, Inc. (NYSE: BKC) in connection with over $1 billion of registered equity offerings, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934, Williams Act, Sarbanes-Oxley Act and NYSE listing requirements.
· Counsel to Ryder System Inc. (NYSE: R) in connection with Securities Act filings, registered debt offerings, debt tender offers, corporate governance and securities and regulatory compliance matters.
· Counsel to SBA Communications Corporation (NASDAQ: SBAC), a wireless communications infrastructure provider, in connection with approximately $6.0 billion in acquisitions of privately owned tower companies, over $10 billion in public and private equity and debt offerings, public and private debt tender offers, bridge loan and secured loan facilities, structuring and offering of derivative instruments, public and private equity offerings, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934.
· Represented SBA Communications in connection with its $1.0 billion acquisition of AAT Communications Corporation, owned by Cequel 3, a private equity fund focused on cable and telecommunications companies and its concurrent cash tender offer for all outstanding senior notes and a $1.1 billion bridge loan facility.
· Represented IVAX Corporation (AMEX: IVX), a multi-national pharmaceutical company, in connection with registered and Rule 144A debt offerings, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934.
· Represented various public companies with the preparation and filing of universal shelf registration statements and automatic shelf registration statements.
° The above representations were handled by Kara prior to her joining Greenberg Traurig.
· Banker, Latin American Global Finance Division, Citigroup
Publications & Presentations
Articles, Lectures & Publications
· Featured, "Attorneys to Watch in 2013," Attorney At Law magazine, Ft. Lauderdale/Palm Beaches edition, January 2013
· Featured, "Greenberg Duo Works With 17 Underwriters to Land $350M for Ryder," Daily Business Review, September 12, 2012
· Profiled, "Deal Makers: Attorney Works $800 Million Debt Offering," Daily Business Review, August 8, 2012