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He has also represented public companies in various acquisitions and divestitures from both the seller and buyer perspective.\u003c/p\u003e\n\u003cp\u003eKevin also regularly advises clients on Employment and Executive Compensation matters, including compensation regime design, disclosure, tax and governance issues.\u003c/p\u003e","slug":"kevin-manz","email":"kmanz@kslaw.com","phone":null,"matters":["\u003cp\u003e\u003cstrong\u003eMitsui \u0026amp; Co., Ltd.\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eMODEC, Inc.\u003c/strong\u003e, and other project sponsors in connection with an offering of US$1.1 billion aggregate principle amount of secured project bonds, arranged by\u0026nbsp;\u003cstrong\u003eCitibank, N.A.\u003c/strong\u003e\u0026nbsp;for the refinancing of the CERNAMBI SUL MV24 FPSO project offshore Brazil, constituting a first offering in a new asset class for FPSO notes. Recognized as the Offshore Innovation Deal of the Year by Marine Money, 2020.\u003c/p\u003e","\u003cp\u003e\u003cstrong\u003eAmericold Realty Trust\u003c/strong\u003e\u0026nbsp;in connection with its $900 million public offering and forward sale.\u003c/p\u003e","\u003cp\u003eRepresenting\u0026nbsp;\u003cstrong\u003einitial purchasers\u003c/strong\u003e\u0026nbsp;in whole business securitizations of franchise royalties of brands such as\u0026nbsp;\u003cstrong\u003eTaco Bell\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eArby\u0026rsquo;s\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eTGI Friday\u0026rsquo;s\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eAuntie Anne\u0026rsquo;s\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eCarvel\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eCinnabon\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eMcAlister\u0026rsquo;s Deli\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eMoe\u0026rsquo;s Southwest Grill\u003c/strong\u003e\u0026nbsp;and\u0026nbsp;\u003cstrong\u003eSchlotzky\u0026rsquo;s\u003c/strong\u003e.\u003c/p\u003e","\u003cp\u003eNew Enterprise Stone and Lime in connection with a $200.0 million high yield notes offering and concurrent tender offer\u003c/p\u003e","\u003cp\u003eBrandywine Realty Trust, a real estate investment trust, in connection with a $300.0 million investment grade notes offering and concurrent tender offer.\u003c/p\u003e","\u003cp\u003eUnisys Corporation in connection with a $440.0 million high yield notes offering and concurrent tender offer.\u003c/p\u003e","\u003cp\u003eCertain shareholders of SITO Mobile, Ltd. in connection with a shareholder activist campaign resulting the in replacement of the entire board of directors of SITO Mobile, Ltd.\u003c/p\u003e","\u003cp\u003eSITO Mobile, Ltd., in connection with a direct registered offering of common stock.\u003c/p\u003e","\u003cp\u003eSpecial Committee of Independent Directors of Hostess Bakeries, Inc., in connection with a registered offering of common stock.\u003c/p\u003e","\u003cp\u003eSecurities counsel to NYSE companies, including Gamestop, Brandywine Realty Trust, Taylor Morrison Home Corporation, Verso Paper Corp., Virtu Financial, Inc. and Intelsat S.A. and to NASDAQ companies, including, Collegium Pharmaceuticals and SITO Mobile, Ltd.\u003c/p\u003e","\u003cp\u003eIntelsat S.A. in its initial public offering\u003c/p\u003e","\u003cp\u003eLarge agribusiness, in connection with a proposed initial public offering\u003c/p\u003e","\u003cp\u003eCanadian Pacific Railway Limited in its $1.4 billion common stock offering on behalf of selling stockholder, Pershing Square LP\u003c/p\u003e","\u003cp\u003eVirtu Financial, in its \u0026ldquo;synthetic\u0026rdquo; secondary offering of common stock\u003c/p\u003e","\u003cp\u003eIntelsat S.A. in its offering of $1.25 billion aggregate principal amount of senior secured notes; its offering of $3.5 billion aggregate principal amount of senior notes; and various tender offers or and consent solicitations with respect to senior notes.\u003c/p\u003e","\u003cp\u003eVerso Paper Corp., in connection with its distressed refinancing of secured notes.\u003c/p\u003e","\u003cp\u003eJW Aluminum in its $200.0 million offering of senior secured notes\u003c/p\u003e","\u003cp\u003eTaylor Morrison, in its \u0026ldquo;synthetic\u0026rdquo; secondary offering of common stock\u003c/p\u003e","\u003cp\u003eExchange Act filings and selling stockholder representation of various private equity funds including General Atlantic, Oaktree Capital, Aisling Capital, Oak Hill Capital Partners, Marcato Capital Management, and Tencent Limited.\u003c/p\u003e","\u003cp\u003eWalter Energy, in connection with its Chapter 11 bankruptcy.\u003c/p\u003e","\u003cp\u003eGuggenheim Partners, in connection with its role as underwriters for securitized noted.\u003c/p\u003e","\u003cp\u003eApollo Capital Management, in connection with offerings of securitized notes.\u003c/p\u003e","\u003cp\u003eForesight Energy, in connection with its out-of-court debt restructuring.\u003c/p\u003e","\u003cp\u003eMajor satellite manufacturer in connection with an internal tax restructuring.\u003c/p\u003e","\u003cp\u003eJW Aluminum Company, in connection with its refinancing and out-of-court restructuring\u003c/p\u003e","\u003cp\u003ePreferred Sands Corporation, in connection with its secured debt refinancing.\u003c/p\u003e","\u003cp\u003eGuggenheim Partners, in its role as underwriters for Dunkin Donuts whole-business securitization.\u003c/p\u003e","\u003cp\u003eDana Automotive, in connection with offering of senior secured notes\u003c/p\u003e","\u003cp\u003eJupiter Resources, Inc., in connection with an offering of secured notes to finance its separation from Encana.\u003c/p\u003e","\u003cp\u003eBarclays Capital, in its role as underwriters for Miramax portfolio securitization.\u003c/p\u003e","\u003cp\u003eGrupo Modelo, S.A.B. de C.V. in connection with its acquisition by Anheuser-Busch InBev\u003c/p\u003e","\u003cp\u003ePentair, Inc. in connection with its combination with Tyco\u0026rsquo;s Flow Control business\u003c/p\u003e","\u003cp\u003eDelphi Financial Group, Inc. in connection with its acquisition by Tokio Marine Holdings, Inc.\u003c/p\u003e","\u003cp\u003eInternational Business Machines in connection with several strategic acquisitions.\u003c/p\u003e","\u003cp\u003eJohnson \u0026amp; Johnson in connection with their disposition of DePuy Orthapedics.\u003c/p\u003e","\u003cp\u003eJ. Crew Group, Inc. in connection with their leveraged buy-out.\u003c/p\u003e","\u003cp\u003eAshland Inc., in connection with their acquisition of International Specialty Products Inc.\u003c/p\u003e","\u003cp\u003eAshland Inc., in connection with their disposition of their chemical distribution business.\u003c/p\u003e","\u003cp\u003eEcolab, Inc. in connection with its merger with Nalco Holding Company.\u003c/p\u003e","\u003cp\u003eTerra Industries Inc. in connection with their merger with CF Industries.\u003c/p\u003e"],"taggings":{"tags":[],"meta_tags":[]},"expertise":[{"id":75,"guid":"75.capabilities","index":0,"source":"capabilities"},{"id":28,"guid":"28.capabilities","index":1,"source":"capabilities"},{"id":26,"guid":"26.capabilities","index":2,"source":"capabilities"},{"id":29,"guid":"29.capabilities","index":3,"source":"capabilities"},{"id":32,"guid":"32.capabilities","index":4,"source":"capabilities"},{"id":72,"guid":"72.capabilities","index":5,"source":"capabilities"},{"id":107,"guid":"107.capabilities","index":6,"source":"capabilities"},{"id":103,"guid":"103.capabilities","index":7,"source":"capabilities"},{"id":765,"guid":"765.smart_tags","index":8,"source":"smartTags"},{"id":114,"guid":"114.capabilities","index":9,"source":"capabilities"},{"id":1192,"guid":"1192.smart_tags","index":10,"source":"smartTags"},{"id":123,"guid":"123.capabilities","index":11,"source":"capabilities"},{"id":126,"guid":"126.capabilities","index":12,"source":"capabilities"},{"id":133,"guid":"133.capabilities","index":13,"source":"capabilities"}],"is_active":true,"last_name":"Manz","nick_name":"Kevin","clerkships":[],"first_name":"Kevin","title_rank":9999,"updated_by":202,"law_schools":[{"id":722,"meta":{"degree":"J.D.","honors":"magna cum laude \u0026 Order of the Coif","is_law_school":"1","graduation_date":"2009-01-01 00:00:00"},"order":1,"pin_order":null,"pin_expiration":null}],"middle_name":" ","name_suffix":"","recognitions":[{"title":"Offsore Innovation Deal of the Year, 2019","detail":"Marine Money Magazine, 2020"},{"title":"Superlawyers Rising Star 2016-2018","detail":"Superlawyers"}],"linked_in_url":null,"seodescription":null,"primary_title_id":15,"translated_fields":{"en":{"bio":"\u003cp\u003eKevin Manz\u0026nbsp;is a partner in King \u0026amp; Spalding\u0026rsquo;s Capital Markets practice.\u003c/p\u003e\n\u003cp\u003eKevin represents public and private companies in a variety of capital markets and corporate matters spanning a broad range of industries. He has extensive experience advising clients on public and private offerings of both equity and debt securities, including IPOs, secondary offerings, liability management transactions and securities issued in connection with mergers and acquisitions.\u0026nbsp;Kevin\u0026rsquo;s expertise has earned him recognition in \u003cem\u003eLegal 500\u0026rsquo;s\u003c/em\u003e 2025 USA guide as a key lawyer. \u0026ldquo;\u003c/p\u003e\n\u003cp\u003eIn addition, Kevin regularly advises clients on Securities and Exchange Commission disclosure requirements, governance issues and other corporate and securities matters, including investments in and divestitures of public company securities. He has also represented public companies in various acquisitions and divestitures from both the seller and buyer perspective.\u003c/p\u003e\n\u003cp\u003eKevin also regularly advises clients on Employment and Executive Compensation matters, including compensation regime design, disclosure, tax and governance issues.\u003c/p\u003e","matters":["\u003cp\u003e\u003cstrong\u003eMitsui \u0026amp; Co., Ltd.\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eMODEC, Inc.\u003c/strong\u003e, and other project sponsors in connection with an offering of US$1.1 billion aggregate principle amount of secured project bonds, arranged by\u0026nbsp;\u003cstrong\u003eCitibank, N.A.\u003c/strong\u003e\u0026nbsp;for the refinancing of the CERNAMBI SUL MV24 FPSO project offshore Brazil, constituting a first offering in a new asset class for FPSO notes. Recognized as the Offshore Innovation Deal of the Year by Marine Money, 2020.\u003c/p\u003e","\u003cp\u003e\u003cstrong\u003eAmericold Realty Trust\u003c/strong\u003e\u0026nbsp;in connection with its $900 million public offering and forward sale.\u003c/p\u003e","\u003cp\u003eRepresenting\u0026nbsp;\u003cstrong\u003einitial purchasers\u003c/strong\u003e\u0026nbsp;in whole business securitizations of franchise royalties of brands such as\u0026nbsp;\u003cstrong\u003eTaco Bell\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eArby\u0026rsquo;s\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eTGI Friday\u0026rsquo;s\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eAuntie Anne\u0026rsquo;s\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eCarvel\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eCinnabon\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eMcAlister\u0026rsquo;s Deli\u003c/strong\u003e,\u0026nbsp;\u003cstrong\u003eMoe\u0026rsquo;s Southwest Grill\u003c/strong\u003e\u0026nbsp;and\u0026nbsp;\u003cstrong\u003eSchlotzky\u0026rsquo;s\u003c/strong\u003e.\u003c/p\u003e","\u003cp\u003eNew Enterprise Stone and Lime in connection with a $200.0 million high yield notes offering and concurrent tender offer\u003c/p\u003e","\u003cp\u003eBrandywine Realty Trust, a real estate investment trust, in connection with a $300.0 million investment grade notes offering and concurrent tender offer.\u003c/p\u003e","\u003cp\u003eUnisys Corporation in connection with a $440.0 million high yield notes offering and concurrent tender offer.\u003c/p\u003e","\u003cp\u003eCertain shareholders of SITO Mobile, Ltd. in connection with a shareholder activist campaign resulting the in replacement of the entire board of directors of SITO Mobile, Ltd.\u003c/p\u003e","\u003cp\u003eSITO Mobile, Ltd., in connection with a direct registered offering of common stock.\u003c/p\u003e","\u003cp\u003eSpecial Committee of Independent Directors of Hostess Bakeries, Inc., in connection with a registered offering of common stock.\u003c/p\u003e","\u003cp\u003eSecurities counsel to NYSE companies, including Gamestop, Brandywine Realty Trust, Taylor Morrison Home Corporation, Verso Paper Corp., Virtu Financial, Inc. and Intelsat S.A. and to NASDAQ companies, including, Collegium Pharmaceuticals and SITO Mobile, Ltd.\u003c/p\u003e","\u003cp\u003eIntelsat S.A. in its initial public offering\u003c/p\u003e","\u003cp\u003eLarge agribusiness, in connection with a proposed initial public offering\u003c/p\u003e","\u003cp\u003eCanadian Pacific Railway Limited in its $1.4 billion common stock offering on behalf of selling stockholder, Pershing Square LP\u003c/p\u003e","\u003cp\u003eVirtu Financial, in its \u0026ldquo;synthetic\u0026rdquo; secondary offering of common stock\u003c/p\u003e","\u003cp\u003eIntelsat S.A. in its offering of $1.25 billion aggregate principal amount of senior secured notes; its offering of $3.5 billion aggregate principal amount of senior notes; and various tender offers or and consent solicitations with respect to senior notes.\u003c/p\u003e","\u003cp\u003eVerso Paper Corp., in connection with its distressed refinancing of secured notes.\u003c/p\u003e","\u003cp\u003eJW Aluminum in its $200.0 million offering of senior secured notes\u003c/p\u003e","\u003cp\u003eTaylor Morrison, in its \u0026ldquo;synthetic\u0026rdquo; secondary offering of common stock\u003c/p\u003e","\u003cp\u003eExchange Act filings and selling stockholder representation of various private equity funds including General Atlantic, Oaktree Capital, Aisling Capital, Oak Hill Capital Partners, Marcato Capital Management, and Tencent Limited.\u003c/p\u003e","\u003cp\u003eWalter Energy, in connection with its Chapter 11 bankruptcy.\u003c/p\u003e","\u003cp\u003eGuggenheim Partners, in connection with its role as underwriters for securitized noted.\u003c/p\u003e","\u003cp\u003eApollo Capital Management, in connection with offerings of securitized notes.\u003c/p\u003e","\u003cp\u003eForesight Energy, in connection with its out-of-court debt restructuring.\u003c/p\u003e","\u003cp\u003eMajor satellite manufacturer in connection with an internal tax restructuring.\u003c/p\u003e","\u003cp\u003eJW Aluminum Company, in connection with its refinancing and out-of-court restructuring\u003c/p\u003e","\u003cp\u003ePreferred Sands Corporation, in connection with its secured debt refinancing.\u003c/p\u003e","\u003cp\u003eGuggenheim Partners, in its role as underwriters for Dunkin Donuts whole-business securitization.\u003c/p\u003e","\u003cp\u003eDana Automotive, in connection with offering of senior secured notes\u003c/p\u003e","\u003cp\u003eJupiter Resources, Inc., in connection with an offering of secured notes to finance its separation from Encana.\u003c/p\u003e","\u003cp\u003eBarclays Capital, in its role as underwriters for Miramax portfolio securitization.\u003c/p\u003e","\u003cp\u003eGrupo Modelo, S.A.B. de C.V. in connection with its acquisition by Anheuser-Busch InBev\u003c/p\u003e","\u003cp\u003ePentair, Inc. in connection with its combination with Tyco\u0026rsquo;s Flow Control business\u003c/p\u003e","\u003cp\u003eDelphi Financial Group, Inc. in connection with its acquisition by Tokio Marine Holdings, Inc.\u003c/p\u003e","\u003cp\u003eInternational Business Machines in connection with several strategic acquisitions.\u003c/p\u003e","\u003cp\u003eJohnson \u0026amp; Johnson in connection with their disposition of DePuy Orthapedics.\u003c/p\u003e","\u003cp\u003eJ. Crew Group, Inc. in connection with their leveraged buy-out.\u003c/p\u003e","\u003cp\u003eAshland Inc., in connection with their acquisition of International Specialty Products Inc.\u003c/p\u003e","\u003cp\u003eAshland Inc., in connection with their disposition of their chemical distribution business.\u003c/p\u003e","\u003cp\u003eEcolab, Inc. in connection with its merger with Nalco Holding Company.\u003c/p\u003e","\u003cp\u003eTerra Industries Inc. in connection with their merger with CF Industries.\u003c/p\u003e"],"recognitions":[{"title":"Offsore Innovation Deal of the Year, 2019","detail":"Marine Money Magazine, 2020"},{"title":"Superlawyers Rising Star 2016-2018","detail":"Superlawyers"}]},"locales":["en"]},"secondary_title_id":null,"upload_assignments":{"headshot":[{"id":5773}]},"capability_group_id":1},"created_at":"2025-07-03T18:15:17.000Z","updated_at":"2025-07-03T18:15:17.000Z","searchable_text":"Manz{{ FIELD }}{:title=\u0026gt;\"Offsore Innovation Deal of the Year, 2019\", :detail=\u0026gt;\"Marine Money Magazine, 2020\"}{{ FIELD }}{:title=\u0026gt;\"Superlawyers Rising Star 2016-2018\", :detail=\u0026gt;\"Superlawyers\"}{{ FIELD }}Mitsui \u0026amp; Co., Ltd., MODEC, Inc., and other project sponsors in connection with an offering of US$1.1 billion aggregate principle amount of secured project bonds, arranged by Citibank, N.A. for the refinancing of the CERNAMBI SUL MV24 FPSO project offshore Brazil, constituting a first offering in a new asset class for FPSO notes. Recognized as the Offshore Innovation Deal of the Year by Marine Money, 2020.{{ FIELD }}Americold Realty Trust in connection with its $900 million public offering and forward sale.{{ FIELD }}Representing initial purchasers in whole business securitizations of franchise royalties of brands such as Taco Bell, Arby’s, TGI Friday’s, Auntie Anne’s, Carvel, Cinnabon, McAlister’s Deli, Moe’s Southwest Grill and Schlotzky’s.{{ FIELD }}New Enterprise Stone and Lime in connection with a $200.0 million high yield notes offering and concurrent tender offer{{ FIELD }}Brandywine Realty Trust, a real estate investment trust, in connection with a $300.0 million investment grade notes offering and concurrent tender offer.{{ FIELD }}Unisys Corporation in connection with a $440.0 million high yield notes offering and concurrent tender offer.{{ FIELD }}Certain shareholders of SITO Mobile, Ltd. in connection with a shareholder activist campaign resulting the in replacement of the entire board of directors of SITO Mobile, Ltd.{{ FIELD }}SITO Mobile, Ltd., in connection with a direct registered offering of common stock.{{ FIELD }}Special Committee of Independent Directors of Hostess Bakeries, Inc., in connection with a registered offering of common stock.{{ FIELD }}Securities counsel to NYSE companies, including Gamestop, Brandywine Realty Trust, Taylor Morrison Home Corporation, Verso Paper Corp., Virtu Financial, Inc. and Intelsat S.A. and to NASDAQ companies, including, Collegium Pharmaceuticals and SITO Mobile, Ltd.{{ FIELD }}Intelsat S.A. in its initial public offering{{ FIELD }}Large agribusiness, in connection with a proposed initial public offering{{ FIELD }}Canadian Pacific Railway Limited in its $1.4 billion common stock offering on behalf of selling stockholder, Pershing Square LP{{ FIELD }}Virtu Financial, in its “synthetic” secondary offering of common stock{{ FIELD }}Intelsat S.A. in its offering of $1.25 billion aggregate principal amount of senior secured notes; its offering of $3.5 billion aggregate principal amount of senior notes; and various tender offers or and consent solicitations with respect to senior notes.{{ FIELD }}Verso Paper Corp., in connection with its distressed refinancing of secured notes.{{ FIELD }}JW Aluminum in its $200.0 million offering of senior secured notes{{ FIELD }}Taylor Morrison, in its “synthetic” secondary offering of common stock{{ FIELD }}Exchange Act filings and selling stockholder representation of various private equity funds including General Atlantic, Oaktree Capital, Aisling Capital, Oak Hill Capital Partners, Marcato Capital Management, and Tencent Limited.{{ FIELD }}Walter Energy, in connection with its Chapter 11 bankruptcy.{{ FIELD }}Guggenheim Partners, in connection with its role as underwriters for securitized noted.{{ FIELD }}Apollo Capital Management, in connection with offerings of securitized notes.{{ FIELD }}Foresight Energy, in connection with its out-of-court debt restructuring.{{ FIELD }}Major satellite manufacturer in connection with an internal tax restructuring.{{ FIELD }}JW Aluminum Company, in connection with its refinancing and out-of-court restructuring{{ FIELD }}Preferred Sands Corporation, in connection with its secured debt refinancing.{{ FIELD }}Guggenheim Partners, in its role as underwriters for Dunkin Donuts whole-business securitization.{{ FIELD }}Dana Automotive, in connection with offering of senior secured notes{{ FIELD }}Jupiter Resources, Inc., in connection with an offering of secured notes to finance its separation from Encana.{{ FIELD }}Barclays Capital, in its role as underwriters for Miramax portfolio securitization.{{ FIELD }}Grupo Modelo, S.A.B. de C.V. in connection with its acquisition by Anheuser-Busch InBev{{ FIELD }}Pentair, Inc. in connection with its combination with Tyco’s Flow Control business{{ FIELD }}Delphi Financial Group, Inc. in connection with its acquisition by Tokio Marine Holdings, Inc.{{ FIELD }}International Business Machines in connection with several strategic acquisitions.{{ FIELD }}Johnson \u0026amp; Johnson in connection with their disposition of DePuy Orthapedics.{{ FIELD }}J. Crew Group, Inc. in connection with their leveraged buy-out.{{ FIELD }}Ashland Inc., in connection with their acquisition of International Specialty Products Inc.{{ FIELD }}Ashland Inc., in connection with their disposition of their chemical distribution business.{{ FIELD }}Ecolab, Inc. in connection with its merger with Nalco Holding Company.{{ FIELD }}Terra Industries Inc. in connection with their merger with CF Industries.{{ FIELD }}Kevin Manz is a partner in King \u0026amp; Spalding’s Capital Markets practice.\nKevin represents public and private companies in a variety of capital markets and corporate matters spanning a broad range of industries. He has extensive experience advising clients on public and private offerings of both equity and debt securities, including IPOs, secondary offerings, liability management transactions and securities issued in connection with mergers and acquisitions. Kevin’s expertise has earned him recognition in Legal 500’s 2025 USA guide as a key lawyer. “\nIn addition, Kevin regularly advises clients on Securities and Exchange Commission disclosure requirements, governance issues and other corporate and securities matters, including investments in and divestitures of public company securities. He has also represented public companies in various acquisitions and divestitures from both the seller and buyer perspective.\nKevin also regularly advises clients on Employment and Executive Compensation matters, including compensation regime design, disclosure, tax and governance issues. Partner Offsore Innovation Deal of the Year, 2019 Marine Money Magazine, 2020 Superlawyers Rising Star 2016-2018 Superlawyers Georgetown University Georgetown University Law Center Fordham University Fordham University School of Law New York Mitsui \u0026amp; Co., Ltd., MODEC, Inc., and other project sponsors in connection with an offering of US$1.1 billion aggregate principle amount of secured project bonds, arranged by Citibank, N.A. for the refinancing of the CERNAMBI SUL MV24 FPSO project offshore Brazil, constituting a first offering in a new asset class for FPSO notes. Recognized as the Offshore Innovation Deal of the Year by Marine Money, 2020. Americold Realty Trust in connection with its $900 million public offering and forward sale. Representing initial purchasers in whole business securitizations of franchise royalties of brands such as Taco Bell, Arby’s, TGI Friday’s, Auntie Anne’s, Carvel, Cinnabon, McAlister’s Deli, Moe’s Southwest Grill and Schlotzky’s. New Enterprise Stone and Lime in connection with a $200.0 million high yield notes offering and concurrent tender offer Brandywine Realty Trust, a real estate investment trust, in connection with a $300.0 million investment grade notes offering and concurrent tender offer. Unisys Corporation in connection with a $440.0 million high yield notes offering and concurrent tender offer. Certain shareholders of SITO Mobile, Ltd. in connection with a shareholder activist campaign resulting the in replacement of the entire board of directors of SITO Mobile, Ltd. SITO Mobile, Ltd., in connection with a direct registered offering of common stock. Special Committee of Independent Directors of Hostess Bakeries, Inc., in connection with a registered offering of common stock. Securities counsel to NYSE companies, including Gamestop, Brandywine Realty Trust, Taylor Morrison Home Corporation, Verso Paper Corp., Virtu Financial, Inc. and Intelsat S.A. and to NASDAQ companies, including, Collegium Pharmaceuticals and SITO Mobile, Ltd. Intelsat S.A. in its initial public offering Large agribusiness, in connection with a proposed initial public offering Canadian Pacific Railway Limited in its $1.4 billion common stock offering on behalf of selling stockholder, Pershing Square LP Virtu Financial, in its “synthetic” secondary offering of common stock Intelsat S.A. in its offering of $1.25 billion aggregate principal amount of senior secured notes; its offering of $3.5 billion aggregate principal amount of senior notes; and various tender offers or and consent solicitations with respect to senior notes. Verso Paper Corp., in connection with its distressed refinancing of secured notes. JW Aluminum in its $200.0 million offering of senior secured notes Taylor Morrison, in its “synthetic” secondary offering of common stock Exchange Act filings and selling stockholder representation of various private equity funds including General Atlantic, Oaktree Capital, Aisling Capital, Oak Hill Capital Partners, Marcato Capital Management, and Tencent Limited. Walter Energy, in connection with its Chapter 11 bankruptcy. Guggenheim Partners, in connection with its role as underwriters for securitized noted. Apollo Capital Management, in connection with offerings of securitized notes. Foresight Energy, in connection with its out-of-court debt restructuring. Major satellite manufacturer in connection with an internal tax restructuring. JW Aluminum Company, in connection with its refinancing and out-of-court restructuring Preferred Sands Corporation, in connection with its secured debt refinancing. Guggenheim Partners, in its role as underwriters for Dunkin Donuts whole-business securitization. Dana Automotive, in connection with offering of senior secured notes Jupiter Resources, Inc., in connection with an offering of secured notes to finance its separation from Encana. Barclays Capital, in its role as underwriters for Miramax portfolio securitization. Grupo Modelo, S.A.B. de C.V. in connection with its acquisition by Anheuser-Busch InBev Pentair, Inc. in connection with its combination with Tyco’s Flow Control business Delphi Financial Group, Inc. in connection with its acquisition by Tokio Marine Holdings, Inc. International Business Machines in connection with several strategic acquisitions. Johnson \u0026amp; Johnson in connection with their disposition of DePuy Orthapedics. J. Crew Group, Inc. in connection with their leveraged buy-out. Ashland Inc., in connection with their acquisition of International Specialty Products Inc. Ashland Inc., in connection with their disposition of their chemical distribution business. Ecolab, Inc. in connection with its merger with Nalco Holding Company. Terra Industries Inc. in connection with their merger with CF Industries.","searchable_name":"Kevin Manz","is_active":true,"featured":null,"publish_date":null,"expiration_date":null,"blog_featured":null,"published_by":202,"capability_group_featured":null,"home_page_featured":null},{"id":426822,"version":1,"owner_type":"Person","owner_id":5778,"payload":{"bio":"\u003cp\u003eAndrew Michaelson is an accomplished former prosecutor who has advised global financial institutions, Fortune 100 companies, hedge funds, and senior executives in high-stakes investigations and related civil litigation.\u0026nbsp; Andrew has secured declinations, favorable settlements, and litigation victories in a wide range of white-collar and securities-related matters.\u0026nbsp; He has deep experience in trading and markets and is co-head of the firm\u0026rsquo;s Fintech Working Group, with several notable representations concerning the development of digital asset and blockchain technology.\u0026nbsp;[[--readmore--]]\u003c/p\u003e\n\u003cp\u003eChambers USA has noted that Andrew is \u0026ldquo;increasingly recognized\u0026rdquo; for his work defending \u0026ldquo;companies and individuals alike\u0026rdquo; in white collar and government investigations in New York. 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with internal review of trading in digital assets, to ensure compliance with federal laws and regulation.\u003c/p\u003e","\u003cp\u003e\u003cstrong\u003eSecurities/Commodities/Unfair Trade Practices\u003c/strong\u003e\u003c/p\u003e\n\u003cp\u003eRepresenting HSBC in investigations and civil litigation relating to issuance of subprime RMBS, obtaining favorable settlements of DOJ investigation under FIRREA and civil claims asserted by FHFA\u003c/p\u003e","\u003cp\u003eRepresenting HSBC in connection with a variety of regulatory investigations by the SEC and/or State AGs\u003c/p\u003e","\u003cp\u003eRepresenting BNP Paribas in connection with the successful recovery of nearly $150 million from an SEC Fair Fund distribution\u003c/p\u003e","\u003cp\u003eRepresenting a financial services company in connection with CFPB investigation relating to fee disclosures and data security\u003c/p\u003e","\u003cp\u003eRepresenting Barclays in investigations relating to ISDAFIX, obtaining favorable 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Sarah S. Vance, U.S. District Court for the Eastern District of Louisiana","years_held":"2002 - 2003"}],"first_name":"Andrew","title_rank":9999,"updated_by":202,"law_schools":[{"id":824,"meta":{"degree":"J.D.","honors":"cum laude","is_law_school":1,"graduation_date":"2002-01-01 00:00:00 UTC"},"order":1,"pin_order":null,"pin_expiration":null}],"middle_name":" ","name_suffix":"","recognitions":[{"title":"Top Ranked Lawyer: White-Collar Crime \u0026 Government Investigations","detail":"Chambers USA, New York (2019-2022)"},{"title":"Named Up and Coming Practitioner","detail":"Chambers (2019)"},{"title":"Named New York-Metro Super Lawyer ","detail":"Super Lawyers (2013-2015, 2017-2019)"},{"title":"Named to 500 Leading Lawyers in America","detail":"Lawdragon"}],"linked_in_url":null,"seodescription":"Andrew Michaelson is a partner of our Special Matters \u0026 Government Investigations Practice Group. Read more about him.","primary_title_id":15,"translated_fields":{"en":{"bio":"\u003cp\u003eAndrew Michaelson is an accomplished former prosecutor who has advised global financial institutions, Fortune 100 companies, hedge funds, and senior executives in high-stakes investigations and related civil litigation.\u0026nbsp; Andrew has secured declinations, favorable settlements, and litigation victories in a wide range of white-collar and securities-related matters.\u0026nbsp; He has deep experience in trading and markets and is co-head of the firm\u0026rsquo;s Fintech Working Group, with several notable representations concerning the development of digital asset and blockchain technology.\u0026nbsp;[[--readmore--]]\u003c/p\u003e\n\u003cp\u003eChambers USA has noted that Andrew is \u0026ldquo;increasingly recognized\u0026rdquo; for his work defending \u0026ldquo;companies and individuals alike\u0026rdquo; in white collar and government investigations in New York. 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Africa, Asia, Europe, the Middle East and the U.S.\u003c/p\u003e","\u003cp\u003e\u003cstrong\u003eAntitrust\u003c/strong\u003e\u003c/p\u003e\n\u003cp\u003eRepresenting ValueAct in connection with an unprecedented antitrust litigation filed by the DOJ relating to Hart-Scott-Rodino\u0026rsquo;s \u0026ldquo;Investment-Only Exemption\u0026rdquo;\u003c/p\u003e","\u003cp\u003eRepresenting Target Corp. in connection with opt-out antitrust litigation relating to a price-fixing in packaged seafood industry\u003c/p\u003e","\u003cp\u003e\u003cstrong\u003eData Privacy\u003c/strong\u003e\u003c/p\u003e\n\u003cp\u003eRepresenting a Fortune 100, Silicon Valley-based technology company in connection with an internal inquiry relating to data privacy controls\u003c/p\u003e","\u003cp\u003e\u003cstrong\u003eIndividuals\u003c/strong\u003e\u003c/p\u003e\n\u003cp\u003eRepresenting president of public company in connection with SEC investigation into public representations regarding foreign 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distributions of XRP constitute “investment contracts” subject to regulation under federal securities laws.{{ FIELD }}Advising major financial institution on application of federal banking laws and regulations to state-chartered banks and trust companies affiliated with cryptocurrency exchanges or otherwise focused on digital assets.{{ FIELD }}Representing major hedge fund in connection with internal review of trading in digital assets, to ensure compliance with federal laws and regulation.{{ FIELD }}Securities/Commodities/Unfair Trade Practices\nRepresenting HSBC in investigations and civil litigation relating to issuance of subprime RMBS, obtaining favorable settlements of DOJ investigation under FIRREA and civil claims asserted by FHFA{{ FIELD }}Representing HSBC in connection with a variety of regulatory investigations by the SEC and/or State AGs{{ FIELD }}Representing BNP Paribas in connection with the successful recovery of nearly $150 million from an SEC Fair Fund distribution{{ FIELD }}Representing a financial services company in connection with CFPB investigation relating to fee disclosures and data security{{ FIELD }}Representing Barclays in investigations relating to ISDAFIX, obtaining favorable settlement with CFTC and civil plaintiffs{{ FIELD }}Representing a major ride hailing company in connection with investigations by State AGs relating to representations to investors, resulting in no action{{ FIELD }}Representing a substantial hedge fund (\u0026gt;$20 billion in AUM) and its CEO in connection with SEC insider trading investigation, resulting in no action{{ FIELD }}Representing Barclays in connection with CFTC investigation into potential insider trading, resulting in no action{{ FIELD }}Representing a public, Silicon Valley-based Fintech company in connection with investigation by a State Attorney General concerning app-based securities trading.{{ FIELD }}Corruption/FCPA\nRepresenting NIKE in connection with DOJ investigation into corruption in NCAA basketball{{ FIELD }}Representing a Fortune 100 company in connection with DOJ investigation relating to bribery in South America, Africa, Asia, Europe, the Middle East and the U.S.{{ FIELD }}Antitrust\nRepresenting ValueAct in connection with an unprecedented antitrust litigation filed by the DOJ relating to Hart-Scott-Rodino’s “Investment-Only Exemption”{{ FIELD }}Representing Target Corp. in connection with opt-out antitrust litigation relating to a price-fixing in packaged seafood industry{{ FIELD }}Data Privacy\nRepresenting a Fortune 100, Silicon Valley-based technology company in connection with an internal inquiry relating to data privacy controls{{ FIELD }}Individuals\nRepresenting president of public company in connection with SEC investigation into public representations regarding foreign operations{{ FIELD }}Representing CEO in connection with SEC investigation into accounting of purchases and sales of data{{ FIELD }}Representing executive in connection with SEC FCPA investigation involving Russia, Turkey and Brazil{{ FIELD }}Representing CEO in connection with internal investigation by the Board of Directors{{ FIELD }}Representing numerous traders in connection with SEC and internal investigations relating to FX trading, pre-release ADRs, and other matters{{ FIELD }}Representing trader in connection with CFTC inquiry into potential insider trading{{ FIELD }}Andrew Michaelson is an accomplished former prosecutor who has advised global financial institutions, Fortune 100 companies, hedge funds, and senior executives in high-stakes investigations and related civil litigation.  Andrew has secured declinations, favorable settlements, and litigation victories in a wide range of white-collar and securities-related matters.  He has deep experience in trading and markets and is co-head of the firm’s Fintech Working Group, with several notable representations concerning the development of digital asset and blockchain technology. \nChambers USA has noted that Andrew is “increasingly recognized” for his work defending “companies and individuals alike” in white collar and government investigations in New York. According to Chambers, clients described Andrew as “incredibly smart and understated,” and “very, very knowledgeable on regulatory matters.” He has appeared on 60 Minutes to discuss insider trading, and his prior work as a federal prosecutor was profiled in the Wall Street Journal and The New Yorker.\nAndrew previously served in government with the SEC, Division of Enforcement, and with the U.S. Attorney’s Office for the Southern District of New York, where he led the Galleon insider trading investigation and prosecuted numerous securities and wire fraud cases. He served as trial counsel in U.S. v. Rajaratnam, the high-profile criminal trial resulting in the conviction of Raj Rajaratnam. Andrew has spoken about the Galleon case and federal securities law enforcement at Harvard Law School and the NYU School of Law.\n  Andrew Michaelson lawyer Partner Top Ranked Lawyer: White-Collar Crime \u0026amp; Government Investigations Chambers USA, New York (2019-2022) Named Up and Coming Practitioner Chambers (2019) Named New York-Metro Super Lawyer  Super Lawyers (2013-2015, 2017-2019) Named to 500 Leading Lawyers in America Lawdragon Princeton University  Harvard University Harvard Law School New York Law Clerk, Hon. Sarah S. Vance, U.S. District Court for the Eastern District of Louisiana Digital Assets / Cryptocurrencies\nRepresenting Ripple Labs in connection with class action litigation, in multiple federal courts across the country, concerning whether Ripple’s distributions of XRP constitute “investment contracts” subject to regulation under federal securities laws. Advising major financial institution on application of federal banking laws and regulations to state-chartered banks and trust companies affiliated with cryptocurrency exchanges or otherwise focused on digital assets. Representing major hedge fund in connection with internal review of trading in digital assets, to ensure compliance with federal laws and regulation. Securities/Commodities/Unfair Trade Practices\nRepresenting HSBC in investigations and civil litigation relating to issuance of subprime RMBS, obtaining favorable settlements of DOJ investigation under FIRREA and civil claims asserted by FHFA Representing HSBC in connection with a variety of regulatory investigations by the SEC and/or State AGs Representing BNP Paribas in connection with the successful recovery of nearly $150 million from an SEC Fair Fund distribution Representing a financial services company in connection with CFPB investigation relating to fee disclosures and data security Representing Barclays in investigations relating to ISDAFIX, obtaining favorable settlement with CFTC and civil plaintiffs Representing a major ride hailing company in connection with investigations by State AGs relating to representations to investors, resulting in no action Representing a substantial hedge fund (\u0026gt;$20 billion in AUM) and its CEO in connection with SEC insider trading investigation, resulting in no action Representing Barclays in connection with CFTC investigation into potential insider trading, resulting in no action Representing a public, Silicon Valley-based Fintech company in connection with investigation by a State Attorney General concerning app-based securities trading. Corruption/FCPA\nRepresenting NIKE in connection with DOJ investigation into corruption in NCAA basketball Representing a Fortune 100 company in connection with DOJ investigation relating to bribery in South America, Africa, Asia, Europe, the Middle East and the U.S. Antitrust\nRepresenting ValueAct in connection with an unprecedented antitrust litigation filed by the DOJ relating to Hart-Scott-Rodino’s “Investment-Only Exemption” Representing Target Corp. in connection with opt-out antitrust litigation relating to a price-fixing in packaged seafood industry Data Privacy\nRepresenting a Fortune 100, Silicon Valley-based technology company in connection with an internal inquiry relating to data privacy controls Individuals\nRepresenting president of public company in connection with SEC investigation into public representations regarding foreign operations Representing CEO in connection with SEC investigation into accounting of purchases and sales of data Representing executive in connection with SEC FCPA investigation involving Russia, Turkey and Brazil Representing CEO in connection with internal investigation by the Board of Directors Representing numerous traders in connection with SEC and internal investigations relating to FX trading, pre-release ADRs, and other matters Representing trader in connection with CFTC inquiry into potential insider trading","searchable_name":"Andrew Michaelson","is_active":true,"featured":null,"publish_date":null,"expiration_date":null,"blog_featured":null,"published_by":202,"capability_group_featured":null,"home_page_featured":null},{"id":426678,"version":1,"owner_type":"Person","owner_id":5311,"payload":{"bio":"\u003cp\u003eElizabeth Morgan represents public and private companies, as well as investment banks and investors, in a broad range of capital markets transactions, as well as on corporate governance and disclosure matters.[[--readmore--]]\u003c/p\u003e\n\u003cp\u003eLiz\u0026rsquo;s capital markets experience includes investment grade and high yield debt, sustainability-linked and green bonds, convertible notes, preferred stock, initial public offerings, secondary offerings, \u0026ldquo;shelf\u0026rdquo; offerings, \u0026ldquo;at-the-market\u0026rdquo; offerings and Rule 144A transactions, as well as private placement transactions, tender offers, exchange offers, consent solicitations and other corporate reorganization and liability management transactions.\u003c/p\u003e\n\u003cp\u003eLiz also advises public companies and their boards of directors on corporate governance, securities law and ESG and sustainability matters, including best practices and disclosures.\u0026nbsp; Representative experience includes advising on Securities and Exchange Commission reporting requirements, proxy disclosures, stakeholder engagement, director independence, proxy advisory services, board and committee charters and governance guidelines, and disclosure controls and procedures.\u0026nbsp; Liz also advises public companies on shareholder activism, including on shareholder proposals and preparing for and responding to hedge fund and corporate governance activism.\u0026nbsp;\u003c/p\u003e\n\u003cp\u003eLiz\u0026rsquo;s experience also includes a variety of syndicated loan transactions, leveraged acquisition finance, mergers and acquisitions and other strategic corporate transactions.\u003c/p\u003e\n\u003cp\u003eLiz represents companies in a variety of industries (including healthcare, retail, technology and REITs) and represents both foreign and domestic companies.\u003c/p\u003e","slug":"elizabeth-morgan","email":"emorgan@kslaw.com","phone":null,"matters":null,"taggings":{"tags":[],"meta_tags":[]},"expertise":[{"id":75,"guid":"75.capabilities","index":0,"source":"capabilities"},{"id":26,"guid":"26.capabilities","index":1,"source":"capabilities"},{"id":27,"guid":"27.capabilities","index":2,"source":"capabilities"},{"id":29,"guid":"29.capabilities","index":3,"source":"capabilities"},{"id":32,"guid":"32.capabilities","index":4,"source":"capabilities"},{"id":33,"guid":"33.capabilities","index":5,"source":"capabilities"},{"id":107,"guid":"107.capabilities","index":6,"source":"capabilities"},{"id":114,"guid":"114.capabilities","index":7,"source":"capabilities"},{"id":80,"guid":"80.capabilities","index":8,"source":"capabilities"},{"id":118,"guid":"118.capabilities","index":9,"source":"capabilities"},{"id":1192,"guid":"1192.smart_tags","index":10,"source":"smartTags"},{"id":123,"guid":"123.capabilities","index":11,"source":"capabilities"},{"id":1204,"guid":"1204.smart_tags","index":12,"source":"smartTags"}],"is_active":true,"last_name":"Morgan","nick_name":"Elizabeth","clerkships":[],"first_name":"Elizabeth","title_rank":9999,"updated_by":101,"law_schools":[{"id":512,"meta":{"degree":"J.D.","honors":null,"is_law_school":1,"graduation_date":null},"order":1,"pin_order":null,"pin_expiration":null}],"middle_name":" ","name_suffix":"","recognitions":null,"linked_in_url":null,"seodescription":null,"primary_title_id":15,"translated_fields":{"en":{"bio":"\u003cp\u003eElizabeth Morgan represents public and private companies, as well as investment banks and investors, in a broad range of capital markets transactions, as well as on corporate governance and disclosure matters.[[--readmore--]]\u003c/p\u003e\n\u003cp\u003eLiz\u0026rsquo;s capital markets experience includes investment grade and high yield debt, sustainability-linked and green bonds, convertible notes, preferred stock, initial public offerings, secondary offerings, \u0026ldquo;shelf\u0026rdquo; offerings, \u0026ldquo;at-the-market\u0026rdquo; offerings and Rule 144A transactions, as well as private placement transactions, tender offers, exchange offers, consent solicitations and other corporate reorganization and liability management transactions.\u003c/p\u003e\n\u003cp\u003eLiz also advises public companies and their boards of directors on corporate governance, securities law and ESG and sustainability matters, including best practices and disclosures.\u0026nbsp; Representative experience includes advising on Securities and Exchange Commission reporting requirements, proxy disclosures, stakeholder engagement, director independence, proxy advisory services, board and committee charters and governance guidelines, and disclosure controls and procedures.\u0026nbsp; Liz also advises public companies on shareholder activism, including on shareholder proposals and preparing for and responding to hedge fund and corporate governance activism.\u0026nbsp;\u003c/p\u003e\n\u003cp\u003eLiz\u0026rsquo;s experience also includes a variety of syndicated loan transactions, leveraged acquisition finance, mergers and acquisitions and other strategic corporate transactions.\u003c/p\u003e\n\u003cp\u003eLiz represents companies in a variety of industries (including healthcare, retail, technology and REITs) and represents both foreign and domestic companies.\u003c/p\u003e"},"locales":["en"]},"secondary_title_id":null,"upload_assignments":{"headshot":[{"id":6224}]},"capability_group_id":1},"created_at":"2025-05-26T04:55:56.000Z","updated_at":"2025-05-26T04:55:56.000Z","searchable_text":"Morgan{{ FIELD }}Elizabeth Morgan represents public and private companies, as well as investment banks and investors, in a broad range of capital markets transactions, as well as on corporate governance and disclosure matters.\nLiz’s capital markets experience includes investment grade and high yield debt, sustainability-linked and green bonds, convertible notes, preferred stock, initial public offerings, secondary offerings, “shelf” offerings, “at-the-market” offerings and Rule 144A transactions, as well as private placement transactions, tender offers, exchange offers, consent solicitations and other corporate reorganization and liability management transactions.\nLiz also advises public companies and their boards of directors on corporate governance, securities law and ESG and sustainability matters, including best practices and disclosures.  Representative experience includes advising on Securities and Exchange Commission reporting requirements, proxy disclosures, stakeholder engagement, director independence, proxy advisory services, board and committee charters and governance guidelines, and disclosure controls and procedures.  Liz also advises public companies on shareholder activism, including on shareholder proposals and preparing for and responding to hedge fund and corporate governance activism. \nLiz’s experience also includes a variety of syndicated loan transactions, leveraged acquisition finance, mergers and acquisitions and other strategic corporate transactions.\nLiz represents companies in a variety of industries (including healthcare, retail, technology and REITs) and represents both foreign and domestic companies. Partner Middlebury College  Cornell University Cornell Law School New York","searchable_name":"Elizabeth Morgan","is_active":true,"featured":null,"publish_date":null,"expiration_date":null,"blog_featured":null,"published_by":101,"capability_group_featured":null,"home_page_featured":null}]}}