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 Securities and Exchange Commission compliance and reporting matters, financing transactions, corporate governance matters and strategic corporate transactions. He has represented corporate clients in a wide variety of corporate transactions, including 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 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
Proxy Contests and Corporate Control Matters
Mergers and Acquisitions
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
"New Requirements for Audit Committees," The Review of Securities & Commodities Regulation (Sept., 29, 2004)
"Audit Committees: New Requirements," Practising Law Institute (January 2005)
Author, "Introduction to Securities Law," The Association of the Bar of the City of New York (May 2004)
"Membership Interests in Limited Liability Companies: Are They Securities?" The Association of the Bar of the City of New York (April 2004)
Co-Author, "Forming and Advising Businesses," The Association of the Bar of the City of New York (December 2002)
CBS Corp. in connection with its merger with Viacom Inc. in an all-stock deal worth $30 billion
Founder and CEO of United Family Healthcare Roberta Lipson 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
The Independent Directors of Ironwood Pharmaceuticals, Inc. in connection with the public spinoff of Cyclerion Therapeutics, Inc. and related sponsor $175 million equity financing
JD Sports Fashion in connection with its $558 million acquisition of Finish Line, a NASDAQ-listed retailer of athletic footwear, apparel and accessories
Cenveo Inc. in the sale to LSC Communications of its office products envelope business
The underwriters in connection with AMC Networks Inc.'s $800 million senior notes offering and representation of 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.
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