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Gary J. Simon

New York City

+1 (212) 837-6770

[email protected]
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Gary J. Simon is a Partner and is the Chair of Hughes Hubbard & Reed's Securities and Capital Markets group. His practice focuses on counseling corporate clients with respect to financing, strategic, governance and compliance matters. He regularly represents public and pre-public companies and their boards with respect to SEC compliance and reporting matters, financing transactions, corporate fiduciary and governance structuring, and strategic corporate transactions. He has represented clients in a wide variety of corporate transactions, including mergers and acquisitions, joint ventures, proxy contests, tender offers, exchange offers, consent solicitations, spinoffs and split-offs. His financing experience includes representation of issuers and investment banks in IPO and offerings of common and preferred stock, convertible securities and high yield and investment-grade debt.

Areas of Concentration

  • General Public Company Representation
  • Capital Markets Transactions
  • Investment Bank and Institutional Investor Representation
  • Governance, Compliance and Fiduciary Structuring
  • Proxy Contests and Corporate Control Matters
  • Mergers and Acquisitions

Recognition

  • Recommended by The Legal 500 United States for M&A: Large Deals (2022, 2023)

Professional Activities

  • Member, National Board, Vanderbilt University Law School (2007 – 2010)
  • Faculty member, Practising Law Institute
  • Faculty member, Association of the Bar of the City of New York

Highlighted Publications

  • "New Requirements for Audit Committees," The Review of Securities & Commodities Regulation 
  • "Audit Committees: New Requirements," Practising Law Institute 
  • Author, "Introduction to Securities Law," The Association of the Bar of the City of New York 
  • "Membership Interests in Limited Liability Companies: Are They Securities?" The Association of the Bar of the City of New York 
  • Co-Author, "Forming and Advising Businesses," The Association of the Bar of the City of New York 

Highlighted Matters

  • Flushing Financial Corporation in its December 2024 public offering of common stock underwritten by Keefe, Bruyette & Woods, Piper Sandler & Co. and Raymond James & Associates, Inc.
  • Starboard Value during the activist investor’s campaign to improve eBay Inc. culminating in the e-commerce giant’s appointment of a new chief executive.
  • Starboard Value in proxy fight for control aspects of Bristol-Myers Squibb and Forest City Realty Trust.
  • Santander Consumer USA Holdings Inc. in its sale to parent company and majority shareholder Santander Holdings USA Inc. in a $2.5 billion deal that took the Dallas-based auto lending and consumer finance company private. 
  • ANI Pharmaceuticals in its acquisition of global pharmaceutical company Alimera Sciences.
  • Grab Holdings Inc., Southeast Asia’s leading super app, in its merger with SPAC Altimeter Growth Corp., a transaction that took Grab public in the largest SPAC merger ever, with a launch date value of $39.6 billion.
  • Isos Acquisition Corp., a special purpose acquisition company or SPAC, in its $2.6 billion IPO merger with Bowlero Corp. that took the world’s largest owner and operator of bowling centers public.
  • CF Acquisition Corp. V, a SPAC backed by New York investment firm Cantor Fitzgerald, in a $850 million IPO merger with Satellogic that took the satellite earth imagery provider public. 
  • Japanese retailer Aeon, a significant shareholder of Signa Sports United GmbH, in connection with Signa’s $3.2 billion IPO merger with SPAC Yucaipa Acquisition Corp. that took the sports e-commerce platform public. 
  • Coupang, the largest e-commerce company in Korea, in connection with its IPO with  a launch date value of $60 billion and underwritten by Goldman Sachs, Allen & Co, JPMorgan and Citibank.
  • Coupang, in its pre-public venture financing rounds, including a $2 billion round of financing led by Softbank Vision Fund.
  • Grab, Coupang and numerous other IPO issuers in their pre-public governance and related internal restructuring.
  • ANI Pharmaceuticals in its acquisition of generic drugmaker Novitium Pharma.
  • Starboard Value Acquisition Corp., a special purpose acquisition company or SPAC backed by activist investor Starboard Value, in its $404 million initial public offering and $3.4 billion merger with Cyxtera Technologies Inc. that took the data center provider public.
  • CF Finance Acquisition Corp. III, a special purpose acquisition company or SPAC backed by New York investment firm Cantor Fitzgerald, in a $2 billion merger with AEye Inc. that took the lidar sensor maker public.
  • CF Finance Acquisition Corp. II, a special purpose acquisition company or SPAC backed by Cantor Fitzgerald, in a $1.6 billion merger with View Inc. that took the smart window company public.
  • Platinum Equity, a Beverly Hills-based private equity firm, in connection with its $850 million investment in Nesco Holdings, a provider of specialized truck and heavy equipment solutions, in connection with Nesco's acquisition of Custom Truck One Source.
  • CF Finance Acquisition Corp., a special purpose acquisition company or SPAC backed by Cantor Fitzgerald, in a $2 billion merger with GCM Grosvenor that took the Chicago asset manager public.
  • The Independent Directors of Ironwood Pharmaceuticals, Inc. in connection with the public spinoff of Cyclerion Therapeutics, Inc. and related sponsor $175 million equity financing.
  • Kensington Acquisition Corp. II, a special purpose acquisition company or SPAC backed by Kensington Capital Partners, in its $230 million initial public offering.
  • Kensington Acquisition Corp., a special purpose acquisition company or SPAC backed by Kensington Capital Partners, in its $230 million initial public offering and subsequent $3.3 billion merger with QuantumScape, an electric vehicle battery supplier backed by Volkswagen Group.
  • JD Sports Fashion in the acquisition of U.S. athletic footwear, apparel and accessories retailers Shoe Palace and Nice Kicks.
  • William Shu, founder and CEO of Deliveroo, the global online food delivery company, in connection with Deliveroo’s £7.6 billion UK-listed initial public offering.
  • British pub and hotel operator JD Wetherspoon in its $175 million (141 million pound) multinational equity offering.
  • Republic of Paraguay in connection with the issuance of $732 million in bonds by a special purpose vehicle to finance the construction of the Bioceánico highway, which will ultimately connect the Pacific and Atlantic oceans across South America from Brazil to Chile.
  • Republic of Paraguay in connection with a $657.6 million financing to improve two of the country’s federal highways, the first public-private partnership in Paraguay, and the largest private investment in the history of the South American nation.  The financing involved a multi-tranche structure combining a securitization of government receivables with a letter of credit facility and a project financing.
  • The underwriting group in a $2.5 billion public debt offering by ViacomCBS Inc. comprised of 4.75% and 4.9% senior notes. The client underwriting group included BofA Securities, Goldman Sachs & Co., J.P. Morgan Securities and Morgan Stanley & Co.
  • U.K-based global eyewear frames distributor Inspecs Group in its initial public offering (IPO) on the London Stock Exchange’s (LSE) Alternative Investment Market.
  • Infosys in its acquisition of Simplus, the global leader of Salesforce quote-to-cash.
  • CBS Corp. in connection with its merger with Viacom Inc. in an all-stock deal valued at $30 billion.
  • Roberta Lipson, Founder and CEO of United Family Healthcare, in connection with the $1.44 billion sale of the Chinese private hospital operator and healthcare provider to New Frontier Corp., a Hong Kong-based investment vehicle.
  • Starboard Value during the activist investor’s campaign to improve eBay Inc. culminating in the e-commerce giant’s appointment of a new chief executive.
  • Republic of Paraguay in connection with Rule 144A/Reg S offerings of $450 million in debt securities, $1 billion in debt securities, $500 million in debt securities, $530 million in debt securities and $500 million in debt securities.  Initial purchasers included Citigroup, Goldman Sachs, Itaú BBA, J.P. Morgan, Morgan Stanley and Santander.
  • Cenveo Inc. in the sale to LSC Communications of its office products envelope business.
  • JD Sports Fashion in connection with its $558 million acquisition of Finish Line, a NASDAQ-listed retailer of athletic footwear, apparel and accessories.
  • The underwriters in connection with AMC's $800 million senior notes offering and represented the joint lead arrangers, administrative agent and collateral agent in connection with AMC's $1.25 billion senior secured credit facility.
  • Merrill Lynch and Morgan Stanley as underwriters in connection with Viacom Inc.’s $1.3 billion subordinated debt offering.
  • The Madison Square Garden Company in connection with the acquisition of nightclub operator Tao Group.
  • Grab, Inc. in its worldwide (including U.S. and Asia) private offering of $740 million series F preferred stock.
  • Blackbird Capital I in an $800 million aircraft lease ABS securitization, the proceeds of which will be used by Blackbird to acquire a portfolio of 19 aircraft.
  • Cenveo, Inc. in the restructuring and exchange offer of $255 million unsecured and convertible notes for new unsecured notes and warrants.
  • Rockefeller & Co. Inc. in the sale to Fi-Tek LLC of its wholly owned technology subsidiary Rockit Solutions LLC.
  • Elegant Hotels Group in the US portion of its 63 million-pound IPO, which raised capital and enabled this Barbados hotel operator to begin trading on the London Stock Exchange's AIM trading market.
  • Cenveo Corp. in the private placement of $540 million high-yield senior priority secured notes and $250 million junior priority secured notes.
  • Chindex International Inc. in a going-private acquisition by TPG, Shanghai Fosun Pharmaceutical and the Chindex CEO. The original merger price was topped by a financial bidder in the "go-shop" process, resulting in rebidding and a final transaction value of $469 million (23 percent higher).
  • Banco Regional SAECA, a Paraguayan bank, in the private placement of $300 million senior notes placed by Citigroup Global Markets and Deutsche Bank Securities.
  • BNP Paribas, Goldman Sachs and JPMorgan as lead underwriters in the public offering of $500 million of debt securities of Viacom Inc.
  • Cyclerion Therapeutics, Inc. in the sale of the rights to two drugs to a company newly-formed by certain existing Cyclerion shareholders and venture capital firms in exchange for cash and shares of stock in the new company.
  • Rockefeller Financial Services, whose wholly owned subsidiary has $34 billion under administration, in the resale of 37 percent of its common stock to the investment firm controlled by Lord Jacob Rothschild.
  • Cenveo Corp. in the private placement of $225 million high-yield debt securities and $75 million of exchangeable debt securities placed by Bank of America (BofA) and the simultaneous tender offer for high-yield debt securities.
  • Lorillard Inc. in the public offering of $500 million senior notes.
  • Benihana Inc. in a successful recapitalization proxy contest.
  • Citigroup Global Markets, BofA and RBS Securities as lead underwriters in the public offering of $1 billion of debt securities of Viacom Inc.
  • Chindex International Inc. in its 51-49 percent health care joint venture in China.
  • Citigroup Global Markets as lead underwriters in the registered public sale by National Amusements Inc. of $900 million of common stock of CBS Corp. and Viacom Inc.
  • Largest stockholder in the proxy contest for control of Presidential Life Insurance Co. (NYSE: PLFE)
  • Citigroup Global Markets, Deutsche Bank Securities and RBS Securities as lead underwriters in the public offering of $850 million of debt securities of Viacom Inc.
  • Citigroup Global Markets and Merrill Lynch as lead underwriters in the public offering of $700 million of debt securities of CBS Corp.
  • Cenveo Inc. in the private placement of $400 million of high-yield debt securities placed by BofA, Morgan Stanley and RBS Securities.
  • Deutsche Bank Securities as lead underwriters in the public offering of $750 million of debt securities of Viacom Inc.
  • Northwest Airlines in emergence from bankruptcy, including a public offering of 26 million shares of common stock
  • BofA and Citigroup Global Markets as purchasers in the private placement of $4.75 billion of debt securities of Viacom Inc.
  • MediaNews Group in the private placement of $450 million of debt securities placed by Deutsche Bank Securities and BofA.
  • Nautica Enterprises Inc. in successful defense of proxy contest, immediately followed by sale to VF Corp. for $580 million.
  • Deutsche Bank Securities as purchasers in the private placement of $750 million of debt securities of Viacom Inc.
  • Platinum Equity in its $1.9 billion acquisition of Wesco Aircraft.
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News

Hughes Hubbard Advises Flushing Financial Corporation on $70M Public Offering
News & Events |
Deals & Matters
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Hughes Hubbard Leads ANI Pharmaceuticals’ Acquisition of Alimera Sciences
News & Events |
Deals & Matters
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Attending IBA in Paris? Let’s connect!
News & Events
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HHR Represents Cyclerion in Medicine Sale
News & Events |
Deals & Matters
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HHR Advises MSGE and Tao in Sale to Mohari Hospitality
News & Events
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Firm Guides CI&T’s First U.S. Acquisition
News & Events |
Deals & Matters
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Firm Leads Isos in $2.6B SPAC Merger With Bowlero
News & Events |
Deals & Matters
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Firm Leads Banco Santander’s Auto Lending Unit in $2.5B Deal to Go Private
News & Events |
Deals & Matters
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Firm Advises on $276M IPO for Kensington Capital’s Industrials-Focused SPAC
News & Events
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HHR Reps Cantor Fitzgerald SPAC in $850M Merger With Satellogic
News & Events |
Deals & Matters
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HHR Ignites Kensington Capital’s $1.5B SPAC Merger With Wallbox Chargers SL
News & Events |
Deals & Matters
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Firm Leads Grab in Going Public Via De-SPACing Merger at $40B Pro-Forma Valuation
News & Events |
Deals & Matters
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Firm Guides ANI Pharmaceuticals in Deal to Buy Novitium Pharma
News & Events
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Hughes Hubbard Advises on Starboard SPAC’s $3.4B Merger With Cyxtera
News & Events
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Hughes Hubbard Assists Cantor Fitzgerald SPAC in Proposed Merger With AEye
News & Events |
Deals & Matters
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Firm Advises Platinum Equity in Nesco’s $1.48B Deal
News & Events |
Deals & Matters
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Firm Leads Cantor Fitzgerald SPAC in Merger With View
News & Events |
Deals & Matters
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HHR’s Paraguay Deal Named ‘Infrastructure Financing of the Year’
News & Events |
Awards |
Deals & Matters
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Firm Advises on JD Wetherspoon's $175M Stock Offering
News & Events
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Hughes Hubbard Reps Underwriting Group in ViacomCBS' $2.5B Offering
News & Events |
Deals & Matters
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Hughes Hubbard Advises on China Business Law Journal’s ‘Deal of the Year’
News & Events |
Awards
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Hughes Hubbard Advises Global IT Leader Infosys in Acquisition of Simplus
News & Events |
Deals & Matters
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Firm Shortlisted in IFLR Asia-Pacific Awards 2020
News & Events |
Awards
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Hughes Hubbard Honored Twice in The Deal’s Cross-Border Asia Awards
News & Events |
Awards
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Firm Assists CBS in $30B Merger With Viacom
News & Events |
Deals & Matters
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Hughes Hubbard Paves Way for Completion of $3.7B Acquisition of Sotheby's
News & Events |
Deals & Matters
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Firm Guides Platinum Equity in $1.9B Deal for Wesco Aircraft
News & Events |
Deals & Matters
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Hughes Hubbard Advises on $1.44B Sale of China’s United Family Healthcare
News & Events
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Firm Advises on Matter Shortlisted for Global Restructuring Review Awards
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Awards
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Hughes Hubbard Involved in Two Matters Shortlisted for The Deal Awards
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Awards
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Firm Helps JD Sports Expand in US With Finish Line Acquisition
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Deals & Matters
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Hughes Hubbard Advises Grab in Acquisition of Uber’s Southeast Asia Business
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Deals & Matters
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​Firm Advises Paraguay in $500M Bond Sale
News & Events |
Deals & Matters
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Firm Leads in AMC Networks' $2.05B Financing
News & Events |
Deals & Matters
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Hughes Hubbard Scoops Up Another Aviation ‘Deal of the Year’ Award
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Awards
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​Firm Represents Underwriters in $1.3B Viacom Debt Offering
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​Firm Advises MSG in Purchase of Majority Stake in Tao Group
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Firm Helps Rockefeller Sell Tech Platform to Fi-Tek
News & Events |
Deals & Matters
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Going-Private Deal for Major Chinese Company Chindex Closes
News & Events |
Deals & Matters
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Hughes Hubbard Advises Merck in $9.5B Deal to Buy Cubist
News & Events |
Deals & Matters
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Hughes Hubbard Assists Banco Regional SAECA in $300M Debt Offering
News & Events |
Deals & Matters
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Firm Advises Daimler in Equity Collar Deal for Its Tesla Stake
News & Events |
Deals & Matters
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Hughes Hubbard Helps Fifth & Pacific Sell Juicy Couture Brand for $195 Million
News & Events |
Deals & Matters
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Hughes Hubbard Advises ACT in Sale to PGi
News & Events |
Deals & Matters
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Firm Represents Cenveo in its Definitive Agreement To Purchase National Envelope
News & Events |
Deals & Matters
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Firm Offers Helping Hand to Sandy Victims
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Pro Bono
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Hughes Hubbard Helps Rothschild and Rockefeller Join Forces
News & Events |
Deals & Matters
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Hughes Hubbard Helps Benihana Go Private for $296 Million
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Deals & Matters
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SEC Issues Final Whistleblower Rules
Articles & Press
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Education
  • Vanderbilt University Law School, J.D., 1983
  • Swarthmore College, B.A., 1979, with high honors
Bar Admissions
  • New York, 1984
Areas of Focus
Corporate
Corporate Governance
Digital Assets and Blockchain
Mergers & Acquisitions
Private Equity
Securities & Capital Markets
Venture Capital

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