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Byron
W.
Dailey
Associate
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Byron Dailey concentrates on corporate finance, fund formation, mergers and acquisitions, securities law and general corporate matters. He represents 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, formation of venture capital funds, structuring of joint ventures and corporate governance and reporting matters.
Mr. Dailey has also formed several non-profit organizations with domestic and international operations and advised them on governance, structure, tax-exemption and corporate transactions.
Mr. Dailey has been named a "Rising Star" by Washington Law & Politics magazine.
Mr. Dailey is a member of DLA Piper's firmwide Pro Bono Committee.
Recent Matters
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Represented a major pharmaceutical company in the structuring, formation and spin-out of a $200 million corporate VC fund and other fund formation matters.
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Represented a VC fund in leading a recapitalization of a portfolio company.
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Represented a biotech start-up in its formation and angel financing.
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Represented a Canadian clean energy company in structuring a US-based joint venture.
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Represented a VC fund in its wind up.
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Represented a medical device company in a recapitalization and new investment.
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Represented a health insurance company in a complex investment transaction.
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Represented a Nasdaq-listed information technology reseller in a going-private transaction.
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Represented a VC fund in an investment in a functional foods company.
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Represented a public company in the formation and public spin-off of a subsidiary.
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Represented a public security technology company in several financings and an acquisition of a business from a large public company.
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Represented a biotechnology company in its IPO and listing on Nasdaq.
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Represented a public Nasdaq-listed pharmaceutical company in a registered direct offering of common stock.
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Represented a large software company in an acquisition of an Internet search company.
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Represented a Chinese manufacturing company in a reverse merger to become a US public company and in a planned equity financing.
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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.
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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.
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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).
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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.
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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.
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Represented a public manufacturing company in three registered secondary common stock offerings ($294 million, $261 million and $429 million) by large institutional investors.
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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.
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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.
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Represented a public company in the preparation of a dividend reinvestment plan (DRIP) and the related registration statement.
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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.
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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.
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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.
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Represented a consortium of major New York museums and art institutions in the formation of a non-profit, tax-exempt joint venture.
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Represented a Canadian charitable organization with operations in Africa in the formation of a US affiliate to facilitate tax-deductible fund-raising in the United States.
Admissions
Publications
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"How Independence Benefits Corporate Venture Programs," Venture Capital Journal, November 2009.
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"SEC to Propose New Interpretive Guidance on Sarbanes-Oxley 404," Preston Gates & Ellis Corporate/Securities Alert, October 1, 2006.
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Prior Experience
Civic and Charitable
EDUCATION
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J.D., The Ohio State University Michael E. Moritz College of Law 2001
with honors
Order of the Coif Editor in Chief, Law Review CALI Awards in Constitutional Law, International Trade, Accounting and Tax College of Law Scholarship Merit Scholarship Law Alumni Special Recognition Award Vorys, Sater, Seymor & Pease Award Dennis B. Eastman Award
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M.A., University of Wisconsin-Madison 1998
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B.S., Music, Indiana University 1994
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EDUCATION
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J.D.,
The Ohio State University Michael E. Moritz College of Law
2001
with honors
Order of the Coif Editor in Chief, Law Review CALI Awards in Constitutional Law, International Trade, Accounting and Tax College of Law Scholarship Merit Scholarship Law Alumni Special Recognition Award Vorys, Sater, Seymor & Pease Award Dennis B. Eastman Award
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M.A.,
University of Wisconsin-Madison
1998
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B.S.,
Music,
Indiana University
1994
Related Global Services
United States Services
Related Regions
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