Mr. Starr has over 20 years of experience providing legal counsel to various participants in the U.S. capital markets, including public companies, investment banks and individuals. He has particular expertise in representing both issuers and underwriters in public and private offerings of equity and debt securities, Securities and Exchange Commission reporting obligations and corporate governance.
Practice Focus
Representation of public companies in connection with:
· various types of capital raising transactions, including initial public offerings, follow-on public offerings and private placements of equity and debt securities.
· restructuring transactions including registered and private debt exchange offers, tender offers and going private transactions.
· preparing periodic reports under Securities Exchange Act of 1934 (10-Ks, 10-Qs, 8-Ks).
· preparing for Annual Meeting of Shareholders (including preparation of Proxy Statement and advising on shareholder proposals).
· advising on daily disclosure issues (press releases, Regulation FD) and corporate governance and compliance issues generally.
Representation of major investment banks (including B of A Merrill Lynch, Citigroup, Goldman Sachs, Morgan Keegan, Raymond James, SunTrust Robinson Humphrey and Wells Fargo) in connection with underwriting public offerings, dealer-manager and placement agent activities and the preparation of fairness opinions.
Recent Transactions
Represented underwriters in $500 million public offering of Senior Notes.
Represented initial purchasers in private offering (144A) of $275 million of Senior Notes and dealer manager in related tender offer.
Represented issuer in private offering (144A) of $850 million of Senior Secured Notes.
Represented issuer in $75 million public offering of Tangible Equity Units (units comprised of a stock purchase contract and a senior amortizing note) and $73 million public offering of common stock.
Represented Wells Fargo Securities as underwriter of public offering of $300 million of Senior Notes.
Represented Bank of America Securities as Initial Purchaser in private offering (144A) of $150 million of Senior Secured Notes and as Dealer Manager in related tender offer.
Represented issuer in private offering (144A) of $413 million of Senior Secured Notes.
Represented issuer in $455 million private debt exchange offer.
Represented Chinese manufacturing company in connection with Reverse Merger with a public shell, related $24 million PIPE transaction and Nasdaq listing.
Handled all securities aspects for one party to $8 billion merger of equals.
Represented acquirer in $1.4 billion leveraged buyout of public healthcare company.
Represented issuer in $91 million public offering of common stock.
Represented public company in connection with $82 million sale of insurance company subsidiary.
Represented Wachovia Securities as Initial Purchaser in private offering (144A) of $135 million of Senior Subordinated Notes.
Other Distinctions
Marlon has achieved Martindale-Hubbell's highest rating for legal ability and ethical standards.
Recognized in The Best Lawyers in America in Securities Law (2007-2012).
Work Experience
Partner, Troutman Sanders LLP, 2004-present
Partner, Smith, Gambrell & Russell, LLP, 1997-2004
Associate, Smith, Gambrell & Russell, LLP, 1989-1996
Memberships
· Atlanta Bar Association (Board of Directors, Business and Finance Section)
· State Bar of Georgia (Member, Standing Committee on Securities, Business Law Section)