Nellis & Katz LLP | A Business Law Firm | Securities
Nellis & Katz LLP
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What We Do

Securities

Our securities law practice is focused on providing Wall-Street level transactional and execution services, at a cost-effective price point.

We have experience representing a full range of U.S. securities compliance matters for companies listed on national exchanges such as NASDAQ or NYSE (i.e., annual, periodic and 8-K reporting), as well as for foreign private issuers (i.e., 20-F and 6-K reporting).

In respect of IPOs, we typically partner with major law firms for primary offerings. But we have significant experience preparing the issuer and its disclosure for its initial or follow-on filings, at a competitive price point.

Selected securities transactions undertaken by our people include the following: 
 

Public Company Fund-Raising

  1. NASDAQ-listed Kornit Digital Ltd. in a manufacturing agreement and warrant issuance to Amazon.com, Inc. (January 2017).
  2. NASDAQ-listed Kornit Digital Ltd. in a $87 million secondary offering by the controlling shareholder (May 2017).
  3. NASDAQ-listed Kornit Digital Ltd. in a primary and secondary offering of a total of $142 million (January 2017).
  4. NASDAQ-listed CyberArk Software Ltd. in a $320 million primary and secondary offering (June 2015).
  5. Needham & Company in an $11 million primary offering by NASDAQ-listed Camtek Ltd. 
  6. NASDAQ-listed Rosetta Genomics Ltd., by means of a registered direct transaction.  
  7. Shelf-registration of equity and debt securities of NASDAQ-listed Rosetta Genomics Ltd.
  8. Forms S-3 and S-8 for Universal American Financial Corp.  
  9. High-yield Private Placement of $250 million aggregate principal amount of 8 3/8% Senior Notes due 2016 by H&E Equipment Services, Inc. 
  10. Registration on Form S-4 under the U.S. securities laws of three tranches of Burns, Philp & Company Limited’s high yield notes by means of three  simultaneous registrations under the U.S. securities laws. 
  11. Private Placements of three tranches of high yield notes of Burns, Philp & Company Limited and affiliates.
  12. Public Offering by Selling Shareholders of NYSE-listed The Yankee Candle Company, Inc. 
  13. Public offering and listing by NYSE-listed The Walt Disney Company of $275 million 7% Quarterly Interest Bonds due 2031, with green shoe of $30 million.  
  14. Public offering by The Walt Disney Company of $500 million 3.90% Global Notes due September 15, 2003 and $500 million 4.50% Global Notes due September 15, 2004.  
  15. $6.5 billion Medium Term Note Program by The Walt Disney Company.
  16. Exchange Offer of $600 million aggregate principal amount of 8 ¾% Senior Notes due 2009 of NYSE-listed Triad Hospitals, Inc.
  17. S-3 Offering by NYSE-listed Lifepoint Hospitals, Inc.
  18. Offering by NYSE-listed Omnicom Group Inc. of trust preferred securities, including drafting trust agreement, guarantee and indenture.  
  19. Drafting Shelf S-3 and Shelf S-4 for NYSE-listed Omnicom Group Inc.
  20. Various representations of issuers on NASDAQ’s OTCBB and Pink Sheets.  
     

Initial Public Offerings

  1. Kornit Digital Ltd. in its $73 million initial public offering on NASDAQ (April 2015).
  2. MediWound Ltd. in its $72 million initial public offering on NASDAQ (March 2014).
  3. Gazit-Globe Ltd. in its $81 million initial public offering in the US on the NYSE (December 2011).
  4. Renaissance Acquisition Corp. in its $100 million initial public offering on AMEX.
  5. Registration for initial public offering (IPO) on the NASDAQ, of BioLineRx Ltd. 
  6. Initial Public Offering of Shermen WSC Acquisition Corp. 
  7. Initial Public Offering of Horizon Technology Finance Corporation, representing the underwriters led by Bank of America. 
  8. Initial public registration under the U.S. securities laws of Burns, Philp & Company Limited (a foreign private issuer based in Australia) of its U.S. traded debt.
     

    Public Company M&A

    Buy-Side
  9. $260 million acquisition by AMEX-listed Shermen WSC Acquisition Corp. of ED&F Man’s liquid storage and animal feed businesses, including merger documentation and proxy statement.
  10. NASDAQ-listed Inhibitex, Inc. in its acquisition of OTCBB-listed FermaVir Pharmaceuticals, Inc.
  11. NASDAQ-listed CyberArk Software Ltd. in its acquisition of Cybertinel Ltd. 
  12. Stock for Stock Acquisition by NASDAQ-listed Tower Semiconductors Ltd., of target AMEX-listed Jazz Semiconductor, Inc.

    Sell-Side
  13. Cash Auction Sale of NYSE-listed Symbol Technologies, Inc. to NYSE-listed Motorola, Inc. in a deal valued at approximately $3.9 billion.  
  14. NASDAQ-listed Goody’s Family Clothing, Inc. in its sale for approximately $310 million to a private equity firm, including preparation of going private materials and Schedule 14D-9.
     

    Public Company Representations and Specialty Compliance Work

  15. Representation of company and board in connection with proxy contest between co-founder and board for board seat of NASDAQ-listed IncrediMail Ltd.  The board's proposal was approved by the shareholders. 
  16. Representation of company in connection with inquiry by the Financial Industry Regulatory Authority (FINRA), regarding insider trading.
  17. Representation of multiple companies listed on U.S. securities exchange in connection with filing of annual reports on Form 20-F or 10-K, quarterly financial releases, annual meetings and special meetings.  
     

    Other Private/Public M&A

  18. Sale of Tweezerman Corp. to Henckels (Zwilling J.A. Henckels). 
  19. Sale and ongoing Joint Venture between AFS Holdings, LLC and affiliates and Sallie Mae Inc., in information technology transaction.  
  20. Negotiation of Purchase and Sale, and formation of Joint Venture forming AlbaHealth LLC, between Tefron Ltd. and its affiliate Alba-Waldensian, Inc., Encompass Group, L.L.C. and General Electric Capital Corporation.  
  21. Purchase by Bevco Limited, a British Virgin Islands company and wholly owned subsidiary of South African Breweries (SAB) of 97% of the share capital of Cerveceria Hondurena, S.A. from Dole Food Company. 
  22. Purchase by The Walt Disney Company Disney of Fox Family Worldwide, Inc., in a deal valued at approximately $5.3 billion.  
  23. Merger of ClearCross Inc. and Atrion International Inc., valued at approximately $200 million.  
  24. Tender Offer by Dimension Data Holdings PLC (Putter Acquisition Corp.) of all the outstanding shares of Proxicom Inc., valued at approximately $450 million.