Kara L. MacCullough

Experience: Representative Matters: Representation of Vizient, Inc., the largest member-owned health care services company in the U.S., in the issuance of $600 million of high-yield notes in a Rule 144A offering.; Counsel to Restaurant Brands International, one of the world's largest quick service restaurant companies and parent of Tim Hortons and Burger King Brands and its predecessor, Burger King Holdings, in connection with over $2 billion of registered equity and debt 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 SBA Communications Corporation, 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.; Counsel to International Flavors & Fragrances Inc., a major, global producer of flavors and fragrances, in $1.0 billion in registered debt offerings, adoption of commercial paper program, 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.; 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.; Counsel to Burger King Holdings, operator and franchiser, along with its subsidiaries, of fast food hamburger restaurants, in connection with its $4.3 billion acquisition by 3G Capital, a Brazilian private equity fund.; Counsel to Ryder System Inc., industry leader in truck rental, fleet management and supply chain solutions, in connection with Securities Act filings, registered debt offerings, debt tender offers, 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 World Fuel Services Corporation, a global fuel logistics, transaction management and payment processing company, in connection with Securities Act filings, 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.; Previous Experience: Banker, Latin American Global Finance Division, Citigroup