Matthew Sferrazza

Experience

Securities, Capital Markets, and Corporate Finance

• Represented pharmaceutical company in alternative public offering in connection with fund raise and reverse merger. Reviewed, edited and drafted the “Super 8-K” with Form 10 information (business description, risk factors, MD&A, etc.).
• Represented mineral leasing company for ongoing periodic reporting (e.g. 10-K, 10-Q, 8-K, proxies, etc.) with the SEC. Reviewed draft SEC filings, discussed issues with corporate principals and auditors, assessed materiality and reporting obligations, prepared risk factors and other disclosures for periodic and current reports under the securities laws, and oversaw and coordinated document revision and Edgar submission process.
• Represented media, medical and other companies in $50 million Tier 2 securities offerings under Regulation A+, advising on advertising, comments from SEC staff and other matters during the offering process.

Corporate Governance

• Successfully advised an energy company’s board of directors through installation and use of a poison pill tied to preferred stock issued as assurance for a special tranche of a credit facility. Drafted loan agreement with an option to convert debt into preferred stock, certificate of designation for preferred stock and related disclosures in multiple Current Reports on Forms 8-K filed with SEC throughout litigated challenges to poison pill, which survived challenge.
• Advised medical company with reporting obligations in going private transaction. Retained investment banker for fairness opinion, formed special committee with newly-appointed independent directors to assess fairness of proposed and alternative transactions, drafted current reports on Form 8-K, advised company on going private transactions under Rule 13e-3, and drafted Schedule 13e-3, merger agreement and ancillary documents.
• Represented registered and private companies documenting board decisions. Drafted board committee charters with relevant powers, drafted resolutions to implement actions with appropriate level of discretion given to management, amended bylaws, reviewed board minutes and prepared certain meeting materials.

Mergers and Acquisitions, and General Corporate

• Represented SaaS company being acquired by a large public internet company for roughly $100 million. Drafted and reviewed merger agreement, conducted due diligence, drafted ancillary documents (e.g. disclosure schedules, board and shareholder consents, etc.), worked with specialized counsel regarding HSR rules and export control rules, and corresponded with warrant holders and others regarding payouts.
• Represented public media company in acquisition of multiple other media companies. Drafted merger agreements, board and shareholder consents, purchase notes, transitional services agreements, lockup agreements, pledge agreements and other ancillary documents.

Venture Capital

• Represented robotics company in $30 million Series B round. Advised CEO on term sheet presented by lead institutional investor, cleaned up corporate records in advance of transaction, negotiated terms of convertible bridge note and prepared NVCA-based documents for the transaction (e.g. stock purchase agreement (SPA), right of first refusal (ROFR) and co-sale, convertible notes, board consent, stockholder consents, etc.).
• Represented e-commerce startup in Series A round. Conducted corporate cleanup and diligence, drafted disclosure schedules, board and shareholder consents, stock purchase agreement, voting agreement, ROFR and co-sale agreement, indemnification agreement and related documents for a $9 million Series A round.
• Represented nationally distributed beverage startup in Series Seed and Series A round. Advised CFO on venture capital term sheet and on negotiating terms of a $2.5 million fundraise with an investment platform, prepared Form D disclosures and drafted term sheet granting investors and convertible note holders Series A preferred stock.

Community

• UCLA Alumni Association (Latino Alumni Association, Silicon Beach Network, Bruin Professionals)

Pro Bono

• Advised group of Los Angeles daycare centers through Paycheck Protection Program loans early during COVID-19