Gary J. Simon

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 and compliance matters. He regularly represents public and pre-public companies and their boards with respect to financing transactions, Securities and Exchange Commission compliance and reporting matters, corporate governance matters and strategic corporate transactions. He has represented corporate clients in a wide variety of corporate transactions, including public and private offerings, proxy contests, tender offers, exchange offers, consent solicitations, mergers and acquisitions, joint ventures, spinoffs and split-offs. His financing experience includes representation of issuers and investment banks in IPO and other offerings of common and preferred stock, convertible securities and high yield and investment-grade debt.

• Santander Consumer USA Holdings Inc. (SC), in its pending sale to parent company and majority shareholder Santander Holdings USA Inc. (SHUSA) in a $2.5 billion deal that will take the Dallas-based auto lending and consumer finance company private
• Isos Acquisition Corp., a special purpose acquisition company or SPAC, in its proposed merger with Bowlero Corp. to take the world’s largest owner and operator of bowling centers public, which values the combined entity at $2.6 billion
• CF Acquisition Corp. V, a special purpose acquisition company or SPAC sponsored by New York investment firm Cantor Fitzgerald, in a pending transaction with Satellogic that will take the satellite earth imagery provider public, which values Satellogic at $850 million
• Grab Holdings Inc., Southeast Asia’s leading super app, in its proposed merger with Altimeter Growth Corp., a special purpose acquisition company or SPAC, that will take Grab public in what is expected to be the largest-ever U.S. equity offering by a Southeast Asian company ascribing to Grab a pro-forma equity value of approximately $39.6 billion
• Coupang, the largest Korean e-commerce website, in connection with:
  • its IPO; and 
  • numerous rounds of venture capital financing, including a $1 billion round of financing and a subsequent $2 billion round of financing led by Softbank Vision Fund.
• 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 proposed $3.4 billion merger with Cyxtera Technologies Inc. that will take 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 proposed $2 billion merger with AEye Inc. that will take 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 
• 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 
• 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
• Cenveo Corp. in the Rule 144A/Reg S offering of $540 million high-yield senior priority secured notes and $250 million junior priority secured notes, initially purchased by BofA
• Cenveo Corp. in the Rule 144A/Reg S offering of $225 million high-yield debt securities initially purchased by BofA, Morgan Stanley, Macquarie Capital and Barclays and $75 million of exchangeable debt securities initially purchased by BofA and Morgan Stanley and the simultaneous tender offer for high-yield debt securities
• Cenveo Corp. in the Rule 144A/Reg S offering of $400 million high-yield debt securities initially purchased by BofA, Morgan Stanley and RBS
• Supermarket Income REIT plc in multiple Section 4(a)(2) offerings of equity
• Republic of Paraguay in connection with its Rule 144A/Reg S offering of $450 million in debt securities initially purchased by Goldman Sachs, Itaú BBA and Morgan Stanley
• Republic of Paraguay in connection with its Rule 144A/Reg S offering of $1 billion in debt securities initially purchased by Citigroup, Goldman Sachs, Itaú BBA and Santander
• Republic of Paraguay in connection with its Rule 144A/Reg S offering of $500 million in debt securities initially purchased by Citigroup, Goldman Sachs and Morgan Stanley
• Republic of Paraguay in connection with its Rule 144A/Reg S offering of $530 million in debt securities initially purchased by Citigroup and J.P. Morgan
• Republic of Paraguay in connection with its Rule 144A/Reg S offering of $500 million in debt securities initially purchased by Citigroup
• Republic of Paraguay in connection with its Rule 144A/Reg S offering 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 initially purchased by Itaú BBA and Morgan Stanley
• 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
• MediaNews Group in the Rule 144A/Reg S offering of $450 milln of high-yield debt securities, initially purchased by Deutsche Bank Securities and BofA
• Dynacast in the Rule 144A/Reg S offering of $350 million of high-yield debt securities placed by J.P. Morgan and Macquarie Capital
• Grab, Inc. in its worldwide (including U.S. and Asia) private offering of $740 million series F preferred stock
• Chindex International, Inc. (now New Frontier Health Corp. NYSE: NFH) in multiple registered public offerings of equity
• 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, including Section 4(a)(2) sales in the United States
• Independent Directors of Ironwood Pharmaceuticals, Inc. in connection with the public spinoff of Cyclerion Therapeutics, Inc. and related sponsor $175 million equity financing
• Citigroup, BofA, J.P. Morgan and Morgan Stanley as lead underwriters in the public offering of $800 million of debt securities of AMC and represented the joint lead arrangers, administrative agent and collateral agent in connection with AMC's $1.25 billion senior secured credit facility
• Citigroup, Deutsche Bank Securities, J.P. Morgan and Mizuho Securities as lead underwriters in the public offering of $2.0 billion debt securities of ViacomCBS Inc. and the simultaneous tender offer for debt securities
• BofA and Morgan Stanley as lead underwriters in the public offering of $1.3 billion subordinated securities of Viacom Inc.
• BNP Paribas, Goldman Sachs and J.P. Morgan as lead underwriters in the public offering of $500 million of debt securities of Viacom Inc.
• Citigroup, BofA and RBS Securities as lead underwriters in the public offering of $1 billion of debt securities of Viacom Inc.
• Citigroup as lead underwriter in the registered public sale by National Amusements Inc. of $900 million of common stock of CBS Corp. and Viacom Inc.
• Citigroup, Deutsche Bank Securities and RBS Securities as lead underwriters in the public offering of $850 million of debt securities of Viacom Inc.
• Citigroup and BofA as lead underwriters in the public offering of $700 million of debt securities of CBS Corp.
• Deutsche Bank Securities as lead underwriter in the public offering of $750 million of debt securities of Viacom Inc.
• BofA, Citigroup and J.P. Morgan as initial purchasers in the Rule 144A/Reg S offering of $4.75 billion of debt securities of Viacom Inc.
• Citigroup, Mizuho Securities and Morgan Stanley as initial purchasers in the Rule 144A/Reg S offering of $250 million of debt securities of Viacom Inc.
• Deutsche Bank Securities as initial purchaser in the Rule 144A/Reg S offering of $750 million of debt securities of Viacom Inc.
• Inspecs Holdings Limited in its Section 4(a)(2) offering of equity
• 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. and Cenveo Corp. in the restructuring and exchange offer of $255 million unsecured notes for new unsecured notes and warrants
• 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
• 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 Rule 144A/Reg S offering of $300 million senior notes placed by Citigroup and Deutsche Bank Securities
• 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
• Lorillard Inc. in the public offering of $500 million of debt securities
• Benihana Inc. in a successful recapitalization proxy contest
• J D Wetherspoon plc in its Section 4(a)(2) offering of equity
• Largest stockholder in the proxy contest for control of Presidential Life Insurance Co. (NYSE: PLFE)
• Northwest Airlines in its emergence from bankruptcy, including a public offering of 26 million shares of common stock