Stephen C. Ashley

Stephen routinely works on high-profile transactions that have been recognized by M&A Advisor, IJGlobal Awards and Native American Finance Officers Association for their complexity and execution. Legal 500 named Stephen a Next Generation Partner for three consecutive years, while IFLR1000 has repeatedly recognized Stephen as a Notable Practitioner.

• Equity Offerings
  • Advised Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as underwriters’ counsel, on the upsized $344.7 million initial public offering of Apex Treasury Corporation, a special purpose acquisition company focused on the digital assets sector.
  • Advised Gorilla Technology Group Inc. (Nasdaq: GRRR), a global solution provider in security intelligence, network intelligence, business intelligence and IoT technology, in connection with all ongoing reporting and capital markets transactions, including its $100 million at-the-market program and four registered direct offerings of convertible preference shares, ordinary shares and warrants, raising $152 million in aggregate gross proceeds.
  • Advised Interactive Strength Inc. (FORME) (Nasdaq: TRNR), a digital fitness platform that combines premium connected fitness hardware products with live virtual personal training and coaching, in its $12 million initial public offering.
  • Advised Atlantic Coastal Acquisition Corp. (Nasdaq: ACAH) and Atlantic Coastal Acquisition Corp. II (Nasdaq: ACAB), special purpose acquisition companies, in connection with their respective initial public offerings, raising $345 million and $300 million, respectively, in gross proceeds, and ACAB’s successful merger with Abpro Holdings, Inc. (Nasdaq: ABP).
  • Advised Morgan Stanley, BofA Securities, UBS Investment Bank and Wells Fargo Securities, as underwriters’ counsel, on the $137.4 million and $69.4 million sales by selling shareholders of resettable fixed rate preference shares of SiriusPoint Ltd. (NYSE: SPNT), an international specialty insurance and reinsurance company.
  • Advised Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX), a clinical-stage biopharmaceutical company focused on developing effective treatments for cancers, in connection with a warrant inducement transaction, a $6.3 million at-the-market offering and $23.0 million sale of shares of common stock.
  • Advised Goldman Sachs & Co. LLC, Morgan Stanley and BofA Securities, as underwriters’ counsel, on the $253.6 million initial public offering of Accolade, Inc. (Nasdaq: ACCD), a provider of personalized, technology-enabled solutions that help people better understand, navigate and utilize the health care system and their workplace benefits.
  • Advised Credit Suisse and Jefferies, as underwriters’ counsel, on the $172.5 million follow-on primary offering of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases.
  • Advised Barclays, as underwriter’s counsel, on the $52 million sale by selling stockholders in a bought deal of shares of common stock of Rapid7, Inc. (Nasdaq: RPD), a leading provider of security and IT analytics and automation solutions for security operations.
  • Advised Deutsche Bank Securities, Bank of America Merrill Lynch, William Blair & Company and Stifel, as underwriters’ counsel, on the $128 million sale by selling stockholders of shares of common stock of Paylocity Holding Corporation (Nasdaq: PCTY), a cloud-based provider of payroll and human capital management (HCM) software solutions.
  • Advised Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Jefferies LLC, as underwriters’ counsel, on the $83.9 million sale by selling stockholders of shares of common stock of Benefitfocus, Inc. (Nasdaq: BNFT), a leading provider of cloud-based benefits software solutions for consumers, employers, insurance carriers and brokers.
  • Advised Morgan Stanley and Barclays, as underwriters’ counsel, on the $118 million initial public offering of Rapid7, Inc. (Nasdaq: RPD), a provider of security data and analytics solutions for enterprise cybersecurity.
  • Advised Morgan Stanley, Bank of America Merrill Lynch, J.P. Morgan, Deutsche Bank Securities and Jefferies, as underwriters’ counsel, on the $200 million initial public offering of OnDeck Capital, Inc. (NYSE: ONDK), a leading online platform for small business lending.
• Convertible Notes
  • Advised AT&T Inc. (NYSE: T) in connection with its investment in AST SpaceMobile, Inc.’s (Nasdaq: ASTS) $155 million strategic investment round offering of $110 million aggregate principal amount of subordinated convertible notes.
  • Advised Viavi Solutions Inc. (Nasdaq: VIAV), a global provider of network test, monitoring and assurance solutions, in its $225 million convertible notes refinancing through private exchange transactions and concurrent private placement.
  • Advised RBC Capital Markets, UBS Investment Bank, Bank of America Merrill Lynch, Citigroup and Credit Suisse, as underwriters’ counsel, on the $460 million offering of convertible senior notes by Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases.
  • Advised Citigroup, UBS Investment Bank and Morgan Stanley, as underwriters’ counsel, on the $400 million offering of convertible senior notes by AMR Corporation (NYSE: AMR), the parent company of American Airlines.
• High-Yield Notes
  • Advised the Enterprise Development Authority, a wholly owned, unincorporated governmental instrumentality of the Estom Yumeka Tribe of the Enterprise Rancheria, in its $450 million Rule 144A/Regulation S offering of senior secured notes to finance construction of a Hard Rock branded hotel casino outside of Sacramento (awarded the “2019 Large Deal of the Year Award” by the Native American Finance Officers Association).
  • Advised Aeropuertos Dominicanos Siglo XXI, S.A. (Aerodom), the Dominican Republic airports operator, and its parent, VINCI Airports S.A.S., in its $317 million Rule 144A/Regulation S offering of senior secured notes, part of a refinancing transaction raising $533 million to finance a tender offer and consent solicitation of Aerodom’s existing senior secured notes in connection with its acquisition by VINCI (awarded “Best Infrastructure Financing: Caribbean” by LatinFinance in 2017).
  • Advised 361 Degrees International (HKSE: 1361.HK), a leading Chinese sportswear chain, in its $400 million Regulation S offering of senior notes and a subsequent tender offer to refinance existing indebtedness and Regulation S offering of RMB 1.5 billion aggregate principal amount of senior notes.
  • Advised Southern Star Central Corp., the parent company of the operator of an interstate natural gas transmission system, in its $450 million Rule 144A/Regulation S offering of senior notes and concurrent tender offer and consent solicitation for existing indebtedness.
• Investment Grade Notes
  • Advised the Kingdom of Morocco in connection with its Rule 144A/Regulation S offering of €1,000,000,000 aggregate principal amount of notes (its first international notes offering in five years).
  • Advised NOVA Chemicals Corporation, a developer and manufacturer of chemicals, plastic resins and end-products, in its $500 million Rule 144A/Regulation S offering of senior notes and concurrent tender offer and consent solicitation for existing indebtedness.
  • Advised Goldman, Sachs & Co., J.P. Morgan, Barclays, BofA Merrill Lynch, Citigroup and Morgan Stanley, as underwriters’ counsel, on the $5 billion offering of senior notes by Novartis Capital Corporation, guaranteed by the holding company of the Novartis Group.
• Institutional Private Placements
  • Advised Barclays and Tribal Capital Markets, as counsel to the initial purchasers and placement agents, in connection with concurrent Rule 144A revenue bond offerings and private placement of senior secured notes by the Morongo Band of Mission Indians, the owner and operator of the Morongo Casino Resort Spa, for $375 million in aggregate financing.
  • Advised NRG Energy (NYSE: NRG), a leading power institution with a diverse electric generation portfolio and retail electricity platform, in its $407 million private placement of senior secured notes to finance a natural gas‐fired power plant in California.
  • Advised Cube Hydro North America I, LLC, an operator of mid-Atlantic hydroelectric plants and wholly owned portfolio company of I Squared Capital, in its $140 million institutional private placement of senior secured notes.
  • Advised Southern Star Central Gas Pipeline, Inc., an interstate natural gas transmission system, in its $100 million institutional private placement of senior notes.
• Liability Management and Restructuring Transactions
  
  • Advised Needham & Company, LLC as dealer manager for Moatable, Inc.’s tender offer for its outstanding ordinary shares and American Depositary Shares.
  • Advised Incyte Corporation (Nasdaq: INCY), a global biopharmaceutical company, in its $2 billion modified "Dutch auction" tender offer and private share purchase agreements.
  • Advised SPII Holdings on its going-private merger with DryShips, Inc. (Nasdaq: DRYS), a diversified owner and operator of oceangoing cargo vessels.
  • Advised Ocean Rig UDW Inc. (Nasdaq: ORIG), a Cayman Islands-based offshore drilling contractor, on a debt-for-equity exchange and Nasdaq listing retention pursuant to a comprehensive international financial restructuring governed by a U.S. Bankruptcy Court and the Grand Court of the Cayman Islands (awarded “Restructuring Deal of the Year” and “Energy Deal of the Year” by M&A Advisor in 2018).
  • Advised the dealer managers and lenders to Ford Motor Company (NYSE: F) and Ford Motor Credit Company in connection with a comprehensive restructuring to reduce total debt by approximately $10 billion.

• “Summary of Required Financial Statements of Business Acquired or To Be Acquired,” Bloomberg BNA, May 2012
• “Reporting Non-GAAP Financial Measures Under SEC Rules,” The Deal, May 2012