Keith M. Townsend

M&A

• Advised MasterCraft Boat Holdings, Inc. in its completed acquisition of Marine Products Corporation in a cash and stock transaction that values the combined company at approximately $675 MM
• Advised NCR Atleos Corporation in a definitive agreement with The Brink’s Company (“Brink’s”), pursuant to which Brink’s will acquire NCR Atleos in a cash and stock transaction valued at approximately $6.6 billion and is expected to close in the first quarter of 2027
• Advised Cantaloupe in its sale to 365 Retail Markets, LLC (“365”), a portfolio company of Providence Equity Partners L.L.C. (“Providence”), in an all-cash transaction with an equity value of approximately $848 million
• Advised Kodiak Gas in its acquisition of CSI Compresso LP in an all-stock merger valued at approximately $854 million
• Advised Total System Services, Inc. in $54 billion merger of equals with Global Payments
• Advised EVE Partners in connection with the merger of its portfolio company Omni Logistics with Forward Air Corporation in a cash-and-stock transaction
• Advised Mativ Holdings, Inc. in the sale of its Engineered Papers business
• Advised US Xpress in $800 million sale to Knight-Swift
• Advised Evo Payments in $4 billion sale to Global Payments
• Advised Exterran Corp. in $1.5 billion merger with Enerflex Ltd.
• Represented Mastercraft Boats in connection with the acquisition of Nauticstar
• Advised Schweitzer-Mauduit International, Inc. in $3 billion merger of equals with Neenah Inc.
• Advised Mailchimp in $12 billion acquisition by Intuit
• Advised Riverview Acquisition Corp. on its $1.1 billion SPAC merger with Westrock Coffee
• Represented Sharecare in $3.8 billion SPAC merger with Falcon Capital Acquisition Corp.
• Advised Arbor Pharmaceuticals in connection with merger with Azurity Pharmaceuticals
• Advised Sweetwater Sound in its sale to Providence Equity Partners
• Represented Great American Outdoors Group (parent of Bass Pro Shops and Cabela’s) in proposed take private of Sportsman’s Warehouse
• Advised Zaxby’s in sale of stake to Goldman Sachs Merchant Banking Division
• Represented Lightning eMotors in $800 million SPAC merger with Gig Capital 3
• Advised 21st Century Oncology in connection with $1.5 billion sale to GenesisCare
• Represented Xerox in unsolicited offer and proxy contest for HP Inc.
• Advised Columbia Properties in connection with $100 million acquisition of Normandy Real Estate Management
• Represented Transocean in $2.7 billion acquisition of Ocean Rig
• Represented Transocean in $3.4 billion cross border acquisition of Songa Offshore
• Represented ConocoPhillips in connection with $13.3 billion sale of Western Canada assets to Cenovus Energy
• Represented Endochoice in $210 million sale to Boston Scientific
• Represented Post Properties in $17 billion merger with Mid-America Apartment Communities
• Advised Total System Services in its $2.3 billion acquisition of Transfirst
• Represented Hanesbrands in connection with $600 million acquisition of Maidenform Brands, Inc. and $225 million acquisition of Gear For Sports
• Represented Novelis in connection with its sale to Hindalco Industries for $6 billion

Capital Markets and Liability Management

• Represented Millicom International Cellular S.A. on $450 million senior notes offering
• Represented General Motors in connection with $10 billion multi-tranche Accelerated Share Repurchase Program
• Represented ConocoPhillips in $2.7 billion notes offering with SMR feature to fund Surmont acquisition
• Represented Cox Communications, Inc. in multiple offerings of over $2.5 billion of senior notes
• Represented Satellogic Inc. in offer of floating rate convertible secured notes
• Represented Piedmont in $400 million notes offering and $200 million “tack on” offering
• Represented Truist, BofA & Wells Fargo in $1.2 billion inaugural notes offering for Heico Corp to fund a material acquisition
• Represented Nautilus, Inc. in connection with registered direct offering
• Represented ConocoPhillips in $1.1 billion notes offering and concurrent waterfall tender offer for 7 series of outstanding notes
• Represented Trane Technologies in $700 million inaugural post-spin notes offering
• Represented General Motors in completing the offering of $2.25 billion aggregate principal amount "green bonds" consisting of $1 billion senior notes
• Represented ConocoPhillips on private exchange offers over $3 billion of notes and on multiple cash tender offers for multiple tranches of debt aggregating over $5 billion
• Worked with sponsors on multiple SPAC IPOs, including $250 million IPO of Riverview Acquisition Corp., $200 million IPO of BOA Acquisition Corp. and $625 million IPO of HCM Acquisition Corp.
• Represented BofA Securities and several other Initial Purchasers in BlueLinx Holdings’ unregistered offering of $300 million aggregate principal amount of senior secured notes
• Represented The RealReal on $250 million offering of convertible senior notes
• Advised Genuine Parts on $500 million offering of senior notes
• Represented Xerox in multiple offerings of over $1.7 billion of senior notes
• Represented General Motors in multi-tranche $4 billion notes offering
• Represented United Parcel Service in multiple offerings of over $12 billion of senior notes
• Represented IFM Investors in $275 million senior secured notes offering
• Represented EVO Payments Inc. in a $250 million “Up-C” IPO, multiple secondary offerings of approximately $350 million and $150 million preferred stock investment by Madison Dearborn Partners
• Represented JW Aluminum in connection with the issue of $300 million of senior secured notes
• Represented Americold Realty Trust in connection with its $942 million IPO
• Represented Endochoice in its $100 million IPO
• Represented Mastercraft Boats in connection with multiple following offerings
• Advised Nivalis Therapeutics in its $88.5 million IPO
• Represented Wingstop in its $125 million IPO and multiple follow on offerings
• Represented Carter’s in multiple offerings of notes in excess of $1 billion
• Represented SunTrust Banks, Inc. in various securities offerings, including: public offerings of $2.5 billion of common stock, over $1.5 billion of preferred stock, over $2.0 billion of trust preferred and other hybrid securities and over $4.0 billion of senior notes; and in a private offering for approximately $575 million under the Temporary Liquidity Guarantee Program
• Represented underwriters Raymond James, Citigroup, Stifel, RBC Capital Markets and other underwriters in CatchMark Timber Trust, Inc.’s $140 million IPO and multiple follow on offerings raising proceeds in excess of $250 million
• Represented Colonial Pipeline in multiple offerings of notes raising proceeds in excess of $2 billion
• Advised Morgan Stanley and Raymond James in an underwritten public offering by Rayonier in connection with an acquisition with a gross transaction value of more than $300 million
• Advised Brigade Capital in connection with Guitar Center’s exchange offer and consent solicitation for $325 million of outstanding senior notes and related support agreement
• Represented Post Properties, Inc. in multiple offerings of senior notes for aggregate proceeds of approximately $785 million, a common stock offering for aggregate proceeds of approximately $75 million and in a tender offer for $150 million of senior notes
• Represented Jack Cooper in connection with multiple liability management transactions, including private exchange offer transactions for an aggregate of approximately $525 million of outstanding senior secured notes and PIK Toggle notes
• Represented Novelis Corporation in connection with multiple offerings of over $3.5 billion of senior notes and related tender offers and liability management transactions
• Represented Acuity Brands in connection with multiple offerings of senior notes raising proceeds of over $850 million
• Represented Georgia Pacific in connection with multiple offers of senior notes for aggregate proceeds in excess of $2 billion
• Represented Total System Services in multiple offerings of service notes raising proceeds in excess of $3.5 billion
• Represented Hanesbrands in connection with multiple offerings of over $1.4 billion of senior notes
• Represented Cousins Properties, Post Properties, CatchMark Timber Trust and Piedmont in multiple offerings of senior notes and in “at-the-market” equity offering programs

Keith Townsend focuses on representing public and private companies with respect to mergers and acquisitions, capital markets transactions and governance matters.  Keith co-leads King & Spalding’s Global Corporate Practice.  In addition, Keith serves on our Managing Policy Committee.  

Keith has substantial experience working on a broad range of public company M&A transactions, including stock-for-stock strategic mergers, take-privates, tender offers, spin-offs, cross-border transactions, divestitures, and SPAC transactions.  In addition, Keith has significant experience representing special committees in connection with going private and other conflict of interest transactions.

Keith also has significant experience representing issuers in IPOs and offerings of debt, preferred stock, convertible securities and hybrid securities. Specifically, Keith’s capital markets experience includes initial public offerings, secondary offerings, “shelf” offerings, “at-the-market” offerings and Rule 144A offerings, as well as private placement transactions, tender offers, exchange offers, consent solicitations and other corporate reorganization and liability management transactions.

Keith has extensive experience in advising boards and the C-suite for public company clients on governance issues, Securities and Exchange Commission reporting and disclosure requirements, activism and other corporate and securities matters.

Keith has been recognized by Chambers USA, Legal 500, M&A Advisor, Super Lawyers, IFLR and Lawdragon. Keith has also been recognized by Best Lawyers for his expertise in Corporate Governance Law, Mergers & Acquisitions Law and Securities and Capital Markets Law, noting that he received Best Lawyers’ 2025 “Lawyer of the Year” award for his work in Securities and Capital Markets Law. In addition, Keith was named Most Effective Deal-Maker by the Daily Report and recognized by BTI Consulting Group as a Client Service All-Star.