Representative clients include a global investment advisory firm, a Maryland-based global education company and a national homebuilding company.

Major Mergers and Acquisitions

Jay has acted as counsel to both buyers and sellers in more than 100 acquisition transactions involving both public and private companies, including the following representative major transactions:

  • Hatteras Financial Corp.: US$1.5 billion acquisition by Annaly Capital Management, Inc
  • Measurement Specialties, Inc.: US$1.7 billion acquisition by TE Connectivity Ltd.
  • Teavana, Inc.: US$620 million acquisition by Starbucks Corp.
  • Human Genome Sciences, Inc.: US$3.6 billion acquisition by GlaxoSmithKline PLC
  • Radiant Systems, Inc.: US$1.2 billion acquisition by NCR Corporation
  • Laureate Education, Inc.: Acquisition of College of Santa Fe, New School of Architecture and Design and National Hispanic University
  • Woodward Camps, Inc.: US$50 million acquisition by Powdr, Inc.
  • Laureate Education, Inc.: US$3.8 billion acquisition by Kohlberg Kravis Roberts & Co., and other investors
  • Inland American Real Estate Trust: US$850 million acquisition of Winston Hotels
  • Sizeler Property Investors: US$324 million acquisition by Revenue Properties
  • FTI Consulting: US$260 million acquisition of Financial Dynamics
  • Aggregate Industries, Inc.: US$231 million acquisition of Meyer Material
  • Columbia Bancorp: US$306 million acquisition by Fulton Financial Corporation
  • Marriott International, Inc.: US$150 million joint venture transaction involving Courtyard by Marriott Hotels
  • The Rouse Company: US$12.6 billion acquisition by General Growth Properties, Inc.
  • T. Rowe Price Associates, Inc.:US$780 million acquisition of interest in Rowe Price Fleming Inc.
  • USF&G Corporation: US$2.1 billion acquisition by The St. Paul Companies
  • Merry Land & Investment Company, Inc.: US$1.8 billion acquisition by Equity Residential, Inc.

Securities Offerings

Jay has served as counsel in more than 75 public and private offerings of equity and debt securities, both on behalf of issuers as well as underwriters, including the following representative transactions:

  • Laureate Education, Inc.: US$165 million follow-on public offering of common stock
  • Marriott International, Inc.: US$450 million offering of senior notes. Underwriters: BofA Merrill Lynch, Deutsche Bank Securities and Wells Fargo Securities
  • Laureate Education, Inc.: US$490 million initial public offering and US$400 million Series A Preferred Stock private offering
  • Human Genome Sciences: Public offering of $490 million of convertible senior notes. Underwriters: CitiGroup
  • The Ryland Group, Inc.: Public offering of US$300 million of senior notes and related tender offer and redemption of existing notes. Underwriters: J.P. Morgan and BofA Merrill Lynch
  • Human Genome Sciences: Issuance of common stock with aggregate proceeds of US$450 million. Underwriters: Goldman, Sachs & Co. and Citi
  • Laureate Education, Inc.: Dutch auction tender offer for senior notes
  • The Ryland Group, Inc.: Public offering of US$230 million of senior notes. Underwriters: Citigroup; Barclays Capital; Morgan Keegan; Morgan Keegan & Company, Inc.; SunTrust Robinson Humphrey
  • Laureate Education, Inc.: Rule 144A debt offering of US$1 billion of senior and subordinated notes. Underwriter: Goldman Sachs
  • Marriott International, Inc.: Public offering of US$350 million of senior notes. Underwriters: Merrill Lynch, Citigroup
  • The Ryland Group: Public offering of US$250 million of senior notes. Underwriters: Citigroup
  • Marriott International, Inc.: Rule 144A Debt offering of US$427 million of senior notes and related exchange offer. Underwriters: Deutsche Bank; Merrill Lynch
  • MuniMae TE Bond Subsidiary, LLC: US$100 million private placement of subordinated cumulative preferred shares. Underwriters: Merrill Lynch
  • Human Genome Sciences, Inc.: Rule 144A offering of US$230 million of convertible notes. Underwriters: Citigroup; Merrill Lynch
  • Marriott International, Inc.: Public offering of US$350 million of senior notes. Underwriters: Merrill Lynch
  • Human Genome Sciences, Inc.: Issuance of 12.65 million shares of common stock with aggregate proceeds of US$950 million. Underwriters: Credit Suisse First Boston; Goldman, Sachs & Co.; Lehman Brothers; CIBC World Markets; J.P. Morgan & Co.; and Dain Rauscher Wessels