Randy Eaddy focuses his practice on securities and capital formation transactions, disclosure compliance, mergers and acquisitions, and corporate governance advice in complex situations. More generally, Mr. Eaddy is a counselor and advisor to executives and directors on myriad legal-related and other strategic decisions for managing their business to produce value for internal and external constituencies. Mr. Eaddy has been lead counsel in over 250 financing and M&A transactions. He regularly represents public companies in registered public offerings of equity (both IPOs and secondary transactions) and debt securities, venture capital and other private financings, proxy solicitations and contests, and disclosure and overall securities regulatory compliance. He has represented numerous managements, boards of directors, and special committees in varied complex and sensitive corporate governance situations. He also acts as counselor and advisor to select music and film industry participants. Reflecting his broad range of interests and contributions, Mr. Eaddy received the 1999 Presidential Award from the Association of Social and Behavioral Scientists for services and contributions to the African-American community as an attorney, legal scholar and civic leader, and the 2005 Team Hope Award from the Huntington's Disease Society of America for Corporate Management and Diversity Leadership. In 2007, he was honored at the 10th Annual Black Achievers in Business and Industry Awards for his work in mentoring. Mr. Eaddy has been recognized for more than 10 years in The Best Lawyers in America® for Corporate Governance and Compliance Law, Corporate Law and Securities Law. Mr. Eaddy was named a Triad area "Mover & Shaker" by Business Leader magazine. In 2010, he was inducted into Furman University's Political Science Hall of Fame. He has also been recognized as a Georgia "Super Lawyer" in the areas of Mergers & Acquisitions and Business/Corporate Law in 2009 and in Securities & Corporate Finance in 2009, 2010 and 2011 by SuperLawyers magazine and is AV® rated by Martindale-Hubbell. Professional & Community Activities Furman University, Board of Trustees Winston-Salem State University Foundation, Board of Directors Reynolda House Museum of American Art, Board of Trustees Arts Council of Winston-Salem, Board of Directors North Carolina Shakespeare Festival, Board of Directors and Executive Committee Metropolitan Atlanta United Way, Board of Directors and Executive Committee Atlanta Board of Education, Special Advisor to the President American Bar Association, Commission on Racial and Ethnic Diversity in the Profession, Member (2002-2005) Harvard Law Review, Former Editor Experience Sale of publicly held Industrial Distribution Group Inc. to a private equity firm, Represented Industrial Distribution Group Inc., a publicly held distributor of industrial supplies, in its acquisition by Eiger Holdco, LLC, an affiliate of Luther King Capital Management, an investment management and private equity company, following a strategic alternatives review process and public auction. Rule 144A initial offering, and subsequent registered exchange offering, of senior notes for Interface, Inc., Represented Interface, Inc., a public manufacturing company, in its Rule 144A initial offering, and subsequent registered exchange offering of $175 million of 10.375% senior notes due in 2010. Acquisition of an international biotechnology laboratory by a clinical laboratory network, The firm assisted one of the world's largest clinical laboratory networks in its acquisition of an international biotechnology laboratory. Our work included due diligence on the laboratory's oncology, virology, microfluidics and reagent technology and over 200 related patents and applications. We also assisted with acquisition documents and post closing transition of the intellectual property. Corporate, commercial and business advice to Rainforest Productions, a motion pictures and feature films production company, Outside general counsel to Rainforest Productions and its affiliates engaged in the production and syndication of motion pictures and feature films. Serial acquisitions program for publicly-held Industrial Distribution Group, Inc., Represented Industrial Distribution Group, Inc., a publicly-held distributor of industrial supplies, in its multi-year serial acquisitions program that involved over 15 acquisitions. Acquisition of ISP Sports by IMG Worldwide Holdings, Represented ISP Sports in its acquisition by IMG Worldwide Holdings to form IMG College, an approximately $500 million business unit, as the leading college sports media rights company in the country. Rule 144A initial offering, and subsequent registered exchange offering, of senior notes for Interface, Inc., Represented Interface, Inc., a public manufacturing company of carpet tile, in its Rule 144A initial offering, and subsequent registered exchange offering, of $150 million 7.3% senior notes due in 2008. Rule 144A initial offering, and subsequent registered exchange offering, of senior subordinated notes for Interface Inc., Represented Interface, Inc., a manufacturer of carpet tile, in connection with a Rule 144A initial offering, and subsequent registered exchange offering, of $135 million 9.5% senior subordinated notes due in 2014. Multifaceted transaction for Interface Inc., Represented Interface Inc., a worldwide leader in the design, production and sales of modular carpet, in its approximately $300 million public debt refinancing transaction. The multifaceted transaction included a tender offer for two series of outstanding public notes, in tandem with a Rule 144A offering of new notes on more favorable terms, and a subsequent registered exchange offer for the new notes to permit their free tradability. Secondary offering for integrated steel manufacturer's Retiree Benefits Plan, Representing the Retiree Benefits Plan of a publicly held steel manufacturer in a secondary offering in connection with the implementation of an investment assets strategic diversification plan. Regulatory and ethical compliance advice and training program for The Atlanta Housing Authority, Represented The Atlanta Housing Authority in the development of a compliance program and ongoing advice with respect to conflict of interests and ethics requirements of HUD and state and local governments. Strategic disposition and sale of a division by a publicly-held investment banking and brokerage company to a management led group, Represented a publicly-held investment banking and brokerage company in its disposition and sale of a division to a private group led by certain members of its management team. Joint venture between an apparel manufacturer and an Israeli manufacturer, Represented a major apparel manufacturer in connection with its joint venture with an Israeli yarn manufacturer, for a long-term supply arrangement. Simultaneous roll-up/combination of nine companies and initial public offering to form Industrial Distribution Group, Inc. as NYSE-listed company, Represented Industrial Distribution Group, Inc. as principal founding company and sponsor of the roll-up/combination of nine private companies and simultaneous initial public offering and NYSE listing. Sale of publicly held JWGenesis Financial Corp., Represented JWGenesis Financial Corp., a publicly held investment banking and brokerage company, in its $100 million acquisition by First Union Corporation and a related special dividend to stockholders. Acquisition by publicly-held investment banking and brokerage company of a substantial closely-held limited liability company, Represented publicly-held investment banking and brokerage company in its acquisition of a substantial closely-held limited liability company, involving a proxy solicitation and SEC re-registration. Development of cutting edge issues in corporate governance and compliance for the world's largest in-house bar association, Advised the world's largest in-house bar association on cutting edge corporate governance and compliance issues. Corporate governance and securities law compliance advice to NYSE-listed specialty metals manufacturing company, Represented a NYSE-listed specialty metals manufacturing company for varied corporate governance and securities law compliance matters. *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 16 July 2010, Executive Compensation and Corporate Governance Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Legal Alerts 26 February 2010, SEC Amends Rules for Internet Availability of Proxy Materials, Legal Alerts 23 February 2010, SEC Proposes Amendments to Modernize Rule 10b-18 Safe Harbor Regarding Issuer Repurchases, Legal Alerts 01 January 2010, Diversity (Chapter) Source: Strategic Partnering Between Inside and Outside Counsel, Treatise of Thomson/West, Other Publications 18 December 2009, SEC Adopts New Rules Expanding Executive Compensation and Corporate Governance Disclosure Requirements, 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 05 October 2009, Debunking the Myth About 'Big-City' Corporate Lawyers Source: North Carolina Lawyers Weekly, Articles 17 February 2009, Implementing E Proxy in 2009-Some Practical Considerations, Legal Alerts 30 October 2006, True Diversity Means Putting the Focus on Retention Source: The National Law Journal, Articles 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 October 2005, The Right to Bail and Other Limits on Prejudication Detention of Juveniles in Georgia Source: Georgia Chapter of the American Civil Liberties Union, Articles 05 October 2004, Principles for Drafting Capital Formation Disclosure Documents: Planning the Assault on Lugubrious Prolixity Source: Securities Regulation Law Journal, Articles 14 August 2003, Driving Diversity in Large Law Firms Source: Workforce Diversity Reader, Articles 04 August 2003, A Year of Nervous Governing Source: The National Law Journal, Articles 01 June 2003, Residential Segregation, Poverty, and Racism: Obstacles to America's Great Society Source: A Symposium on the Occasion of the 40th Anniversary of the Lawyers' Committee for Civil Rights under Law, Articles 03 February 2003, Latent Impact of Corporate Governance Reforms on Technology and other Private Companies Source: Georgia Innovations, Articles 01 December 2001, The Selection of State Court Judges: Review of Primary Methods and Principal Implications Source: Alabama Appleseed Center for Law and Justice, Articles 01 June 2001, Global Injustice: An Overview of Racism, Racial Discrimination, Xenophobia and Related Intolerance -- The Americas Source: Lawyers' Committee for Civil Rights Under Law, Articles 01 January 2001, An Overview of Registration Rights: Simple Concepts, Complex Procedures Source: Paper and Panelist, Articles 01 September 1999, Going Public (Herein of Hamlet, New Bosses, Fish Bowls, D-Day, and Other Metaphors) Source: Kilpatrick Stockton LLP, Articles News 06 September 2011, Kilpatrick Townsend Earns Record-Breaking Recognition in Annual Best Lawyers in America 2012, News Releases 02 March 2011, Kilpatrick Townsend Once Again Achieves Top Recognition in 2011 Georgia Super Lawyers, News Releases 02 November 2010, Kilpatrick Stockton Partner W. Randy Eaddy Inducted into Furman University's Political Science Hall of Fame, News Releases 12 August 2010, Kilpatrick Stockton Earns Record-Breaking Recognition in Annual Best Lawyers in America 2011, News Releases 27 July 2010, Kilpatrick Stockton Partner Randy Eaddy Serves as Co-Chair of Governor's Luncheon Benefiting the United Negro College Fund, News Releases 29 April 2010, Kilpatrick Stockton's North Carolina Offices Receive Prestigious Awards from Business Leader Magazine, News Releases 05 April 2010, Kilpatrick Stockton's Randy Eaddy Prepares New Edition of Diversity Resource for Nationally-Recognized Publication, News Releases 04 March 2010, Kilpatrick Stockton Ranked Number One in Five 2010 Georgia Super Lawyer Categories, News Releases 10 February 2010, Kilpatrick Stockton's W. Randy Eaddy and Mitch Stockwell Receive National Recognition For Superior Client Service, News Releases 02 March 2009, Kilpatrick Stockton Ranked Number One in Five Georgia Super Lawyer Categories, News Releases 15 January 2009, Kilpatrick Stockton's Winston-Salem Office Receives Prestigious Awards from Business Leader Magazine, News Releases Events 01 January 1998, Implementation Models for Consolidation Plays: Special Complexities of the Simultaneous Combination/IPO, Events Acquisition of a Privately Held Company: Some Thoughts on a Road Less Traveled, Events Acquisition of a Privately Held Company: Some Thoughts on a Road Less Traveled, Events (Also at Winston-Salem, NC Office) |