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