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William J. Conti

William J. Conti concentrates his practice in the areas of corporate and federal securities law, mergers and acquisitions, finance and general business matters.

Mr. Conti represents a national, international and local clientele in a wide range of matters in all aspects of federal and state securities laws, public and private offerings of equity and debt securities, business and corporate law, and transactional matters, including mergers and acquisitions and corporate finance. Mr. Conti also represents clients in connection with investigations by the United States Securities and Exchange Commission (“SEC”), state securities law enforcement agencies and SROs.

Mr. Conti’s federal securities law practice involves representing issuers, underwriters and others in all aspects of public and private equity and debt securities offerings, including initial public offerings, private placements, exchange offerings, PIPEs and Rule 144A offerings; stock exchange listing and other matters; preparation of periodic and other reports and information to the SEC, Financial Industry Regulatory Authority, SROs and various state agencies; and ongoing federal and state securities law compliance. Mr. Conti also has successfully represented clients as lead securities counsel in proxy contests and in connection with tender offers.

Mr. Conti’s mergers and acquisitions practice involves representation in all transactional aspects, including diligence, structuring and planning, coordinating multi-discipline advice including domestic and international trade regulation/anti-competition, tax and employees benefits; negotiation, preparation and drafting of definitive acquisition agreements and all ancillary agreements, including employment and consulting agreements, non-competition agreements, transition services agreements and employee benefit plans; addressing stockholder matters and other issues arising under applicable corporate law; and assisting in post-closing transition and indemnification and other matters. Mr. Conti has extensive experience in all types of acquisitions, including stock purchases, asset purchases, joint ventures, leveraged buy-outs and forward and reverse mergers.

Mr. Conti’s finance expertise arises primarily, but not exclusively, in connection with the financing of acquisitions for which he also acts as lead acquisition counsel. Efforts include negotiation of commitments and credit agreements (for all types of loans, including asset based lending, loans secured by real estate, and revolving lines of credit) and related agreements such as promissory notes, guarantees, security agreements, indemnity agreements and subordination agreements; and ongoing representation in connection with post-closing issues and other loan compliance matters.

Since 1994 Mr. Conti has served as head of Baker Hostetler’s Washington, D.C., office business practice, which includes responsibility for all securities, corporate, finance and mergers and acquisitions matters in an 80+ lawyer office in coordination of all such matters arriving in approximately 600+ lawyer national firm with 11 offices in seven states and the District of Columbia.

The following is a description of certain major matters on which Mr. Conti has acted as lead counsel and certain other activities on behalf of the firm:

• Lead corporate and securities counsel for $144 million, firm commitment initial public offering for externally advised real estate investment trust. Efforts included structuring, creation and organization of issuer and advisor (Delaware corporations); structuring of merger of existing Michigan corporations into newly created Delaware corporation; documentation and effectuation of partial redemption of issuer’s privately placed redeemable preferred stock from foreign governmental institutional investor and exchange of registered REIT stock for unredeemed preferred stock; negotiation and documentation of purchase by REIT of general partnership interests from affiliated partnerships and coordination with counsel for affiliated partnerships of proxy solicitation with respect to approval by limited partners of sale to REIT; negotiation and preparation of employment agreements with senior management; creation of long term incentive plan and directors’ deferred compensation plan; formulation of conflict of interest procedures with respect to the allocation of business opportunities among REIT and affiliated partnerships engaged in similar lines of business; oversight of all diligence required by underwriters including with respect to confirming title to approximately 79 properties, rights to acquire 62 properties and qualification to do business in approximately 25 states; negotiation of underwriting agreement; responding to all SEC comments including coordination with REIT’s certified public accountants in responding to substantial comments concerning financial statement treatment of mergers forming issuer; and closing of offering and issuance of corporate opinion and coordination of issuance of tax opinion with respect to REIT matters. Post offering efforts have included advising on all aspects of federal securities law compliance including preparation of periodic reports and proxy material and preparations for annual meeting of stockholders; advising in adoption of stockholders' rights plan; general corporate and business representation; assistance in connection with refinancing of client’s $150 million credit facility; and representation in connection with newly formed affiliated ventures in the health care and entertainment industries.
• Lead corporate and securities counsel for limited partnership and corporate general partner developing off-strip resort casino in Las Vegas in $100 million 144A offering of Senior Subordinated Notes and subsequent registration of exchange offer. Efforts included negotiation of indenture, form of note, purchase agreement, registration rights agreement and other related agreements; preparation of offering memorandum and exchange offer registration statement; closing of private placement and issuance of legal opinion and coordination of issuance of opinion concerning gaming regulatory matters; responding to SEC comments concerning exchange offer registration; and consummation of exchange offer. Post offering efforts have included advising on all aspects of federal securities law compliance including preparation of periodic reports; assisting Nevada gaming law counsel on federal securities law and transactional issues relevant to client's pending gaming license applications; advising client on obligations under credit agreement and indenture with respect to $200 million aggregate principal amount of mortgage notes and senior subordinated notes including with respect to operating leases and sale/leaseback transactions.
• Lead securities counsel for Rule 144A offerings (aggregate value approximately $500 million) of multiple classes of securitized notes issued by special purpose Delaware business trust (affiliate of NASDAQ listed company) owning business value loans, secured (fee and leasehold) real estate loans and equipment loans from owners and operators of franchise and chain restaurants, specialty retail stores and automobile dealerships. Efforts included responsibility for content of preliminary and final offering circulars, negotiation of notes purchase and placement agreement and securities issues in opinion to underwriters.
• Lead corporate and securities counsel for a $15 million initial public offering for Virginia based manufacturer of mobile computers. Efforts included reincorporation of issuer in Delaware through merger into newly created Delaware corporation; negotiation of letter of intent and underwriting agreement with investment bankers; negotiation and documentation of buy-out from dissenting stockholder in merger; negotiation of forfeiture escrow for shares of officers, directors and principal stockholders; negotiation and preparation of employment agreements with management; negotiation of bridge financing through underwriters utilizing exchangeable debentures and concurrent registration of shares exchangeable for debenture obligation; all aspects of private placement of bridge financing; preparation of omnibus employee stock option plan; responding to SEC comments; and closing of offering and issuance of corporate opinion and coordination of issuance of opinion by patent counsel.
• Lead corporate and acquisitions counsel for FORTUNE 100 corporation in numerous national and multinational acquisitions and private equity investments in the life sciences and other industries. Efforts included structuring and negotiations of acquisitions; negotiation of letters of intent and term sheets; preparation of all transactional documentation, including acquisition agreements, employment consulting agreements and non-competition agreements; coordinating legal, corporate, tax and employee benefit and labor diligence.
• Lead corporate and securities counsel to New York Stock Exchange listed REIT in a major public reorganization (aggregate value $1 billion+). Efforts included representation of approximately 20 affiliated publicly held partnerships in connection with the preparation of proxy material seeking approval of reorganization, obtaining SEC clearance for proxy material and special meeting approving transaction and addressing fiduciary issues arising under corporate law.
• Lead corporate and acquisitions counsel in the acquisition and sale of wireless cable television rights in Washington, D.C., Detroit, Michigan and Baltimore, Maryland to two publicly held companies in a series of transactions including mergers, asset sales and like kind exchanges (aggregate value – approximately $100 million). Efforts included negotiation of agreement with investment banking firm; structuring and negotiation of transactions; negotiation of merger and asset sale agreements reflecting transaction; coordination of tax counsel and communications counsel with respect to structuring of transactions; negotiation and subsequent restructuring of bridge loans from domestic and offshore institutional investors and high net worth individuals pending completion of transactions; and closing of transactions and issuance of opinions.
• Lead corporate counsel to NASDAQ listed regional airline in negotiation of $50 million credit agreement with respect to revolving loan secured by operating revenues and aircraft spare parts. Efforts included negotiation of credit agreement and all related documentation with lender's counsel, coordination with FAA counsel with respect to perfection and other issues relating to security interest in spare parts and structuring of related secured loan by client to quasi governmental, local airport authority for construction of passenger facility to be leased by client.
• Lead corporate and acquisition counsel in representation of German owned domestic elevator maintenance and construction company in acquisitions nationally including in California, Alaska, North Carolina, Louisiana, Utah, Illinois, Florida, New Hampshire and Nevada. Efforts included structuring of acquisitions as asset or stock purchases and negotiation of letters of intent; preparation of all transaction documentation, including purchase agreements, employment or consulting agreements and non-competition agreements; coordinating legal corporate, tax and employee benefit and labor diligence; and assisting client’s regional personnel with business diligence.
• Lead corporate counsel in representation of German owned holding company in redemption of $30 million of preferred stock from seller of client’s U.S. subsidiary. Efforts included review and analysis of acquisition agreement pursuant to which preferred stock was issued and governing terms of redemption; coordination of tax analysis and structuring with tax counsel; and documentation of redemption.
• Lead corporate and securities counsel in representation of AMEX listed insurance company in private placement of securities to institutional investors and subsequent S-3 registration. Efforts included negotiation and documentation of private placement of securities and registration rights agreement with three institutional purchasers and preparation of registration statement and AMEX listing application.
• Lead corporate and securities counsel to major national owner-operator of manufactured home communities in the creation and syndication of limited partnerships and limited liability companies for acquiring properties. Efforts included structuring of transactions and creation of issuers for purposes of acquiring properties; preparation of limited partnership agreements and limited liability company operating agreements; preparation of confidential offering memoranda for the syndication of limited partnership or limited liability company interests or interests in subordinated debt offerings necessary to complete acquisitions; coordination with tax counsel for the issuance of tax opinions; and blue sky law compliance.
• Lead securities and corporate counsel in representation of publicly held provider of cable television programming. Efforts include advising on all aspects of federal securities law compliance including preparation of periodic reports and proxy material; general corporate and business representation; and analyzing possible sale or reorganization.
• Lead corporate counsel to privately held Delaware corporation in connection with internal reorganizations of debt and capital structure of client and Canadian and Hungarian affiliates. Efforts included reviewing transactional documentation, advising client on Delaware law relevant to payment of dividends and assisting international accounting firm in structuring transaction.
• Lead state corporate law counsel to NYSE company in connection with post acquisition consolidation of Maryland and Virginia subsidiaries. Efforts included advising client and national general corporate counsel on issues of local law, preparation of merger documents and consummating mergers.
• Lead state corporate law counsel to NYSE REIT in connection with $25 million aggregate principal amount real estate loans. Efforts included review and analysis of Maryland law and preparation and issuance local law opinions.
• Lead investigation and securities counsel in representation of major quasi-governmental entity in SEC investigation concerning municipal bond industry. Efforts included review and analysis of $1 billion + interest rate swap transaction; negotiation of, and oversight of response to, SEC subpoena; extensive factual investigation; and preparation of witnesses for, and defense of, depositions by SEC staff.
• Lead investigation and securities counsel in representation of former principals of cellular telephone company in SEC investigation of potential insider trading and tender offer rules violations. Efforts included analysis of potential criminal liability in determining response to SEC subpoena; negotiation of indemnification of clients by acquiror of company previously controlled by clients; negotiation of, and oversight of response to, SEC subpoena; extensive factual investigation; preparation of clients for, and defense of, depositions by SEC staff; preparation and drafting of extensive Wells submission setting forth clients’ analysis of potential allegations; and advising clients with respect to related inquiry by U.S Attorney.
• Representation of issuers as regulatory counsel in issuance of opinions in numerous public offerings including for pharmaceutical and educational issuers. Efforts included negotiation with underwriters’ counsel concerning scope and substance of opinion; oversight and coordination with regulatory counsel of diligence procedures; and drafting and issuance of opinions.
• Lead securities counsel in representation of NYSE company in dispute with Big 5 accounting firm concerning appropriate application of recently adopted interpretations of GAAP to preparation of audited financial statements. Efforts included review and analysis of relevant accounting literature (FAS 128, APB 15) and preparation of submission to SEC Office of Chief Accountant.
• Lead securities counsel to NASDAQ listed, Delaware corporation in dispute over inclusion of stockholder proposal in proxy materials for annual meeting. Efforts included preparation of all materials required to be submitted to SEC pursuant to Rule 14a-8, and in response to SEC staff comments, including analysis of grounds for exclusion of proposal and supporting legal opinion under applicable state law.
• Representation of major sports league in various corporate and organizational matters as well as major transactions involving the sale or financing of franchises. Efforts include advising on corporate governance and compliance with requirements of league constitution and other constituent documents; review and analysis of acquisition and financing agreements for franchises for compliance with league requirements; and advising league president on disputes among league members arising out of league constitution and rules.
• Representation of beer distributor (local affiliate of the largest beer distributor in the United States) in the acquisition of substantial distribution rights from bankrupt competitor through a plan of reorganization. Efforts included working with bankruptcy counsel in assessing client’s options for consummating targeted acquisitions of distribution rights; negotiating acquisition with counsel for official unsecured creditors’ committees as part of a plan of reorganization that was confirmed despite the efforts of the debtor to confirm a competing plan; negotiation with creditors’ committees of agreement for proposing of client supported plan of reorganization and of terms of plan of reorganization relevant to client; negotiations with counsel for secured creditor concerning obtaining support for plan of reorganization; negotiation of distributorship agreements with seven domestic brewers or importers of major foreign and domestic brands; and coordination of bankruptcy strategy with purchasers of other distribution rights under plan and with interested creditors.
• Representation of state chartered bank in the structuring of investment vehicle for disposition of non-performing or troubled assets to facilitate $40 million investment by foreign government owned parent. Efforts included coordination with tax counsel, bank regulatory counsel and certified public accountants in structuring transaction and preparation of partnership agreement.
• Lead corporate counsel in structuring the potential entry of a subsidiary of a European telephone company into the North American long distance market. Efforts include coordinating efforts of tax and regulatory counsel in analyzing alternate structures based upon Federal Communications Commission licensing requirements and potential tax liability under applicable tax treaty, and negotiation and documentation of relationship with North American sales agents.
• Lead corporate counsel in advising Italian, state owned company and governmental parent with respect to dispute over business relationship with, and investment in, U.S limited liability company and restructuring of LLC’s indebtedness to clients. Efforts included review and analysis of international sales agreement for the sale by client to LLC of manufacturing equipment and LLC operating agreement governing rights and obligations of governmental parent corporation as LLC member; negotiation and documentation of restructuring of financial relationships between clients and controlling member of LLC; and advising on viability of potential litigation and/or arbitration.
• Lead securities counsel in representation of large privately held corporation in dispute with publicly held minority stockholder concerning stockholder’s accounting treatment of investment in client in audited financial statements. Efforts included working with client’s independent accountants in analyzing stockholder’s financial statements; developing position before the SEC concerning the applicability under GAAP of the equity method or cost method of accounting to the stockholder’s investment in client; assisting client in selecting independent certified public accountant to act as expert in discussions with SEC staff; and preparation of analysis to SEC staff supporting client’s position.
• Representation of Austrian investment bank in prosecution of claims for securities fraud arising out of investment in convertible preferred stock of U.S. public company. Efforts include review and analysis of acquisition documents for purposes of assessing and formulating securities laws claims; advising on transactional matters relevant to litigation; and overseeing the preparation of pleadings and briefs based upon federal securities laws.
• International experience includes the representation of clients either from, or with interests in France, Russia, U.K., Italy, Japan, Germany, Austria, Brazil, Greece, Iceland, Israel and Canada.
• Serve as designated opinion reviewer responsible for insuring compliance with firmwide legal opinion policy.
• Serve as firm-wide designated securities reviewing partner responsible for performing “cold review” of all offering materials for designated securities offerings pursuant to firm policy.
• Oversee office procedures for responding to audit inquiries with ultimate responsibility for approving all responses.