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Paul, Weiss represented Credit Suisse Securities (USA) LLC as underwriter in the $258,770,000 initial public offering of units by Crucible Acquisition Corporation, a newly formed special purpose acquisition company sponsored by the…
- Jan 12, 2021
- Publications
The NYSE has extended through March 31 its waiver of shareholder approval requirements regarding issuances to directors, officers and substantial security holders, and private placements in excess of 20% of a company’s common stock.…
- Jan 04, 2021
- Publications
The Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies. This guidance highlights disclosure considerations for SPACs at both the IPO and business combination…
- Dec 28, 2020
- Publications
The SEC recently proposed amendments to Rule 144. The proposed amendments include mandatory electronic filing of Form 144 with respect to securities issued by issuers subject to Exchange Act reporting requirements; an extended Form…
- Dec 22, 2020
- Publications
Following a petition to review filed by the Council of Institutional Investors, the SEC has again approved the NYSE’s proposed rule change to permit primary direct floor listings—direct listings with a primary capital raise. This…
- Dec 21, 2020
- Publications
Our December 2020 Securities Practice Update summarizes significant recent SEC initiatives and other public company developments that we have highlighted over the past few months in our alerts.
Paul, Weiss is advising funds managed by affiliates of Apollo Global Management, Inc. in their acquisition, alongside Hudson Executive Capital LP, of Cardtronics plc, the world’s largest ATM owner and operator, for $2.3 billion,…
Paul, Weiss represented the underwriter, Credit Suisse Securities (USA) LLC, in an initial public offering by Trepont Acquisition Corp I, generating aggregate gross proceeds of $230 million.
- Dec 03, 2020
- Publications
In a watershed moment for corporate governance in the United States, Nasdaq has proposed board diversity and disclosure requirements as a condition to continued listing. This is the latest in a series of developments spotlighting…
- Dec 02, 2020
- Publications
The SEC has proposed amendments to modernize the securities law framework for equity compensation offerings to employees and other service providers. The amendments are intended to reduce compliance burdens for issuers by simplifying …
- Dec 02, 2020
- Publications
The SEC has proposed amendments that would permit, for a temporary five-year trial period, companies to offer equity compensation to “platform workers” (gig economy workers who provide services by means of an internet- or other…
- Nov 24, 2020
- Publications
The SEC has adopted amendments to the financial disclosure requirements of Regulation S-K, including the requirements governing the presentation of Management’s Discussion and Analysis. These amendments are a part of the SEC’s…
- Nov 19, 2020
- Publications
As part of its modernization efforts, the SEC has adopted amendments to allow for electronic signature of documents filed with the SEC via EDGAR. The SEC has also revised rules and forms under the Securities Act, Exchange Act and…
- Nov 06, 2020
- Publications
In an effort to ease the burden on issuers seeking to access capital in private placement markets, the SEC recently adopted a number amendments to modernize, harmonize and simplify the exempt offering framework, including an overhaul…
- Oct 20, 2020
- Publications
In an effort to modernize its auditor independence rules, the SEC recently adopted amendments to certain auditor independence requirements set forth in Regulation S-X. Under the amendments, certain relationships and services that…
- Oct 09, 2020
- Publications
In an effort to assist small businesses with their capital raising needs, the SEC recently proposed an exemptive order which, if issued, would offer limited conditional exemptions from broker-dealer registration for individuals who…
- Sep 29, 2020
- Publications
The SEC recently adopted amendments to modernize important aspects of the Rule 14a-8 process for shareholder proposals to be included in domestic SEC reporting company proxy statements. These amendments adopt a tiered system of…
Paul, Weiss is representing Weatherford International plc and certain subsidiaries in the refinancing of its asset-based lending facility through the issuance of $500 million of 8.75% senior secured first lien notes maturing on…
Paul, Weiss advised Rackspace Technology, Inc., a leading end-to-end multicloud technology services company, in its initial public offering, raising gross proceeds of approximately $700 million.
Paul, Weiss advised national homebuilder and developer Taylor Morrison Home Corporation in its cash-and-stock acquisition of William Lyon Homes for approximately $2.5 billion, including assumption of debt.
Paul, Weiss is representing leading national homebuilder and developer Taylor Morrison Home Corporation in its cash-and-stock acquisition of William Lyon Homes for $2.4 billion, including assumption of debt.
Paul, Weiss is representing Endemol Shine Group and funds managed by affiliates of Apollo Global Management, Inc. in the acquisition of Endemol Shine, which is co-owned by The Walt Disney Company and the Apollo funds, by France-based…
Paul, Weiss is representing JACK Entertainment, a portfolio company of Rock Ventures LLC, in the sale of casino entitled land and related assets associated with JACK Cleveland Casino and JACK Thistledown Racino to experiential real…
- Aug 21, 2019
- Publications
On August 8, 2019, the Securities and Exchange Commission proposed amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements.
Paul, Weiss is advising funds managed by affiliates of Apollo Global Management, LLC in their acquisition of the Cox Media Group’s radio station portfolio, as well as the CoxReps and Gamut national advertising businesses of Cox…
- Jun 25, 2019
- Publications
On June 5, 2019, by a vote of 3-1, the Securities and Exchange Commission adopted a package of rulemakings and interpretations addressing investors’ relationships with broker-dealers and investment advisers.
Paul, Weiss is advising funds managed by affiliates of Apollo Global Management, LLC in their acquisition of internet photo products pioneers Shutterfly, Inc. and Snapfish, LLC.
- May 29, 2019
- Publications
On May 22, 2019, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (“Treasury”) released final regulations (the “Final Regulations”) under Section 956 of the U.S. Internal Revenue Code of 1986, as amended…
- May 23, 2019
- Publications
In May 2019, the SEC announced a proposal to amend the definitions of “accelerated filer” and “large accelerated filer” under Rule 12b-2 of the Exchange Act, in an ongoing effort to reduce costs and reporting requirements for…
- May 13, 2019
- Publications
On May 3, the SEC proposed rule changes (available here) to streamline the information that investors receive in connection with significant acquisitions of other businesses.
Paul, Weiss is representing Jack Entertainment LLC, a portfolio company of Rock Ventures LLC, in its $780 million sale of Jack Cincinnati Casino and Turfway Park to Hard Rock International and VICI Properties.
- Apr 02, 2019
- Publications
The SEC has adopted amendments (the “Amendments,” available here) to Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies.
- Mar 13, 2019
- Publications
In February 2019, The Nasdaq Stock Market LLC (“Nasdaq”) filed notice with the SEC of a proposed rule change creating new Listing Rule IM-5315-1 (available here; the text of the revised rule is available here) to the Nasdaq Global…
- Feb 20, 2019
- Publications
On February 19, the SEC proposed a rule (available here) that would expand the “test-the-waters” accommodation—currently available only to emerging growth companies, or “EGCs”—to all issuers, including investment company issuers.
- Jan 03, 2019
- Publications
After several years of consideration, the Securities and Exchange Commission has adopted final rules to require disclosure of hedging practices or policies in proxy and information statements relating to the election of directors.
Paul, Weiss is representing PlayAGS, Inc. in its acquisition of Integrity Gaming Corp, a publicly listed Canadian corporation.
Paul, Weiss is representing Dan Gilbert-owned Jack Entertainment LLC in the sale of its Greektown Casino-Hotel to Penn National Gaming Inc. and Vici Properties Inc. for $1 billion.
- Nov 01, 2018
- Publications
On October 31, 2018, the Internal Revenue Service (“IRS”) and the Department of the Treasury (“Treasury”) released proposed regulations (the “Proposed Regulations”) under Section 956 of the U.S. Internal Revenue Code of 1986, as…
- Oct 29, 2018
- Publications
On October 16, 2018, the Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (“Report”) (available here) cautioning public companies to carefully consider cyber threats when implementing and maintaining…
- Sep 04, 2018
- Publications
On August 17, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments (available here) to certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in…
- Aug 06, 2018
- Publications
The SEC recently proposed rules that amend and simplify disclosure requirements for issuers and guarantors of registered offerings of guaranteed and secured notes. The proposed rules are intended to focus disclosures on material…
- Jul 26, 2018
- Publications
The SEC recently adopted final rules to revise Securities Act Rule 701(e), which allows private companies to offer securities to employees without having to comply with federal registration requirements.
- Jul 05, 2018
- Publications
On June 28, the SEC voted on several final rules and rule proposals, including the adoption of final rules that broaden the definition of “smaller reporting company” and that require the use of the Inline XBRL format in certain…
Paul, Weiss advised Hunt Companies, Inc. in a strategic partnership with private equity firm Gallatin Point Capital LLC.
- May 31, 2018
- Publications
On May 24, following passage in both the House and Senate earlier this year, President Trump signed into law a financial services reform bill relaxing certain elements of the Dodd-Frank Wall Street Reform and Consumer Protection Act…
- May 24, 2018
- Publications
On February 21, the SEC issued an interpretive release providing guidance to assist reporting companies in preparing disclosures concerning cybersecurity risks and incidents.
- Feb 15, 2018
- Publications
The SEC recently approved a rule change proposed by the New York Stock Exchange designed to facilitate the direct listing of company shares without conducting an IPO.
Paul, Weiss is representing Ply Gem Holdings, Inc, a leading manufacturer of exterior building products, in its acquisition by investment funds sponsored Clayton, Dubilier & Rice (CD&R), under which CD&R will acquire all…
Paul, Weiss represented Hunt Companies, Inc. and its affiliates in a series of asset and equity transactions with MMA Capital Management, LLC (NASDAQ: MMAC).
- Sep 28, 2017
- Publications
On September 21, the Securities and Exchange Commission (“SEC”) and its Division of Corporation Finance issued interpretative guidance on the calculation of CEO pay ratio disclosure for public companies.
Paul, Weiss is representing Rackspace Hosting, Inc., a portfolio company of funds managed by Apollo Global Management, LLC affiliates, in its acquisition of Datapipe Parent, Inc. Both Rackspace and Datapipe are leading cloud server…
As reported by The Wall Street Journal, Bloomberg and other media outlets, ClubCorp, one of the largest owners and operators of private golf and country clubs in the U.S., announced that it had agreed to be acquired by funds managed…
Paul, Weiss represented Apollo portfolio company Coinstar, LLC in connection with a first-of-its-kind $900 million whole business securitization of its coin exchange business.
Paul, Weiss is representing Rackspace US, Inc., a portfolio company of funds managed by Apollo Global Management LLC affiliates, in its acquisition of TriCore Solutions, LLC.
Paul, Weiss is representing Air Methods Corporation in its proposed acquisition by affiliates of American Securities LLC.
Paul, Weiss advised EP Energy Corporation in a private offering
by its wholly owned subsidiaries, EP Energy LLC and Everest
Acquisition Finance Inc., of $1 billion in aggregate principal
amount of 8.00% senior secured notes due…
Arch Coal, Inc., a leading producer of metallurgical and thermal
coal, successfully completed its financial restructuring and
emerged from chapter 11 as a publicly traded company with more than
$300 million of cash on its balance …
Paul, Weiss client Foresight Energy LP, a publicly held producer
and marketer of thermal coal in the Illinois basin, completed an
out-of-court restructuring of more than $1.4 billion in debt
pursuant to transaction support…
Paul, Weiss represented funds affiliated with Apollo Global Management in the recently completed acquisition of Rackspace, a leading cloud management company.
As reported by The New York Times, The
Wall Street Journal and other media outlets, Outerwall
Inc, a leading provider of kiosk services such as Redbox
entertainment, Coinstar money services and ecoATM electronic…
- Jul 21, 2016
- Publications
On July 13, 2016, the Securities and Exchange Commission
proposed amendments to certain of its disclosure requirements that
may have become redundant, duplicative, overlapping, outdated or
superseded, in light of other SEC…
As widely reported in The New York
Times, The Wall Street Journal and other
media outlets, Paul, Weiss client Mitel Networks Corporation
announced that it had entered into a definitive merger agreement to
acquire…
Paul, Weiss client Intelsat S.A., the world's leading provider of satellite services, and SKY Perfect JSAT Corporation, Asia's largest satellite operator, announced an agreement to form a joint venture that will launch a new satellite …
- Oct 13, 2015
- Publications
On October 6, 2015, the U.S. House of Representatives passed
H.R. 1839, the Reforming Access for Investments in Startup
Enterprises Act of 2015, or RAISE Act.
- Jul 09, 2015
- Publications
On July 1, 2015, as mandated by Section 954 of the Dodd-Frank
Act, the U.S. Securities and Exchange Commission (the "Commission")
voted 3-to-2 to propose new Rule 10D-1 under the Securities
Exchange Act of 1934 (the "Exchange…
Paul, Weiss represented The Wendy's Company in connection with
its $2.275 billion whole business securitization of its franchise
system. Wendy's Funding, LLC issued securitization notes, rated BBB
by Standard & Poor's Rating…
Paul, Weiss client AGS, a portfolio company of Apollo Global
Management, announced that it has entered into an agreement to
acquire North America-based gaming machine provider Cadillac Jack
for a total consideration of $370…
Paul, Weiss announced today that five new partners have been elected to the partnership, effective January 1, 2015: Edward T. Ackerman, Catherine L. Goodall, Amran Hussein, Brian M. Janson and Jennifer H. Wu. All five are resident in…
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