Byron Dailey is a corporate attorney concentrating on corporate finance, mergers and acquisitions, securities law and general corporate matters. He has represented public and private companies in a range of corporate, securities and other transactional matters including private placements and public offerings of securities, complex securities transactions, a variety of acquisitions and dispositions, and corporate governance matters.

Byron has also formed several non-profit organizations with domestic and international operations and advised their boards and management on governance, structure and tax-exemption matters.

Byron is one of the Pro Bono Coordinators for the firm’s Seattle office.

Recent Experience

• Represented a public company in the formation and public spin-off of a subsidiary.
• Represented a public security technology company in several financings and an acquisition of a business from a large public company.
• Represented a biotechnology company in its IPO and listing on Nasdaq.
• Represented a public Nasdaq-listed pharmaceutical company in a registered direct offering of common stock.
• Represented a large software company in an acquisition of an Internet search company.
• Represented a Chinese manufacturing company in a reverse merger to become a US public company and in a planned equity financing.
• Represented a Chinese water-treatment company and its US public-company parent in connection with its SEC registration and reporting obligations following a PIPE offering.
• Represented a large commodities broker in the auction of its regulated futures brokerage business in the US, London, Canada and Asia for $1.25 billion.
• Represented a large private equity/hedge fund and large senior living company in the latter’s formation and IPO (with a post-IPO asset value of approximately $1.5 billion).
• Represented a public telecommunications company and a large private equity/hedge fund in a $1.2 billion acquisition of telecommunications assets in the form of several long-term leases with a $2.3 billion purchase option.
• Represented a large public REIT owner and operator of apartment properties in a proxy solicitation and cash-out merger of a limited partnership holding a $22 million property.
• Represented a public manufacturing company in three registered secondary common stock offerings ($294 million, $261 million and $429 million) by large institutional investors.
• Represented a public telecommunications company and a large private equity/hedge fund in a $250 million private placement of the company’s common stock to three large institutional investors.
• Represented a public telecommunications company in (i) the filing of a $1 billion universal shelf registration statement and (ii) the filing of two secondary shelf registration statements, for $994 million and $515 million in common stock pledged by large stockholders as collateral for bank loans.
• Represented a public company in the preparation of a dividend reinvestment plan (DRIP) and the related registration statement.
• Represented a public manufacturing company in its $575 million debt refinancing, which included (i) a private placement (and subsequent registered exchange offer) of $225 of senior subordinated notes and (ii) a $350 million senior secured credit facility. The proceeds of the financing were used to redeem certain of the company’s convertible subordinated debentures, to redeem $285 million of its senior subordinated notes, and to purchase $125 million of its outstanding senior secured notes pursuant to a tender offer.
• Represented a public manufacturing company in its (i) private placement (and subsequent registered exchange offer) of $125 million of senior secured notes and (ii) $125 million private placement of equity securities to three groups of large stockholders.
• Represented a large public REIT owner and operator of apartment properties in consent solicitations for seven different SEC-reporting limited partnerships to amend their respective partnership agreements to allow certain property sales.
• Represented a consortium of major New York museums and art institutions in the formation of a non-profit, tax-exempt joint venture.
• Represented a Canadian charitable organization with operations in Africa in the formation of a U.S. affiliate to facilitate tax-deductible fund-raising in the United States.

Admissions

• New York
• Washington

Publications

• "SEC to Propose New Interpretive Guidance on Sarbanes-Oxley 404," Preston Gates & Ellis Corporate/Securities Alert, October 1, 2006.
• "The Five Faces of Federalism: State-Power Quintet without a Theory," 62 Ohio St. L.J. 1243 (2001).

Prior Experience

• Associate, Preston Gates & Ellis LLP/K&L Gates (2006-2007)
• Associate, Skadden, Arps, Slate Meagher & Flom LLP (New York)(2001-2006)

Civic and Charitable

• Screening Committee, Washington Attorneys Assisting Community Organizations.