We have extensive experience in a wide variety of securities transactions, ranging from small IPOs and private placements to the very largest public offerings.  We represent clients in securities matters pertaining to significant corporate events, such as capital raising activities, mergers and acquisitions, and tender and exchange offers.  We also regularly counsel large and small publicly held companies on a wide range of securities compliance, 1934 Act reporting and ongoing disclosure matters, including with regard to financial reporting and the requirements of the Sarbanes-Oxley Act, and the SEC and securities exchange rules being adopted thereunder. We also represent the audit committees, as well as independent directors and other committees composed of independent directors, of certain public companies in matters involving the federal securities laws.  Additionally, we represent companies in connection with registered spin-offs and split-offs as well as other complex corporate reorganizations.  We also have served as underwriters’ counsel in connection with various securities offerings.

Recent representative transactions for our Securities Group include the following:

• General Motors’ 2007 registered public offering of $1.5 billion of convertible debt securities (and related capped call transactions).
  
  
• The Chicago Board of Trade’s 2005 demutualization and restructuring into a for-profit company in a transaction involving a public offering of securities to the Board of Trade members.  In addition, the Chicago Board of Trade holding company's 2005 initial public offering of approximately $200 million of common stock.
  
  
• General Motors’ 2004 registered underwritten secondary sale of $911 million of The News Corporation’s preferred American depository shares.
  
  
• John B. Sanfilippo & Son, Inc.’s 2004 registered public offering of approximately $82 million of common stock (1,150,000 shares by the Company and 1,150,000 shares by certain selling stockholders).
  
  
• General Motors Asset Management’s involvement in General Motors’ contribution of approximately 11 million shares of common stock of XM Satellite Radio (valued at approximately $419 million) to a trust established primarily to pre-fund health-care expenses for GM’s U.S. hourly retirees.
  
  
• Viskase’s Rule 144A unit offering of $90 million of senior notes and warrants and related registered exchange offer.
  
  
• EMCORE’s exchange offer of new 5% convertible notes and common stock for approximately $162 million of its outstanding 5% convertible notes.
  
  
• General Motors’ 2003 split-off of its Hughes Electronics (DIRECTV) subsidiary as part of a series of transactions valued at approximately $17.1 billion.
  
  
• General Dynamics’ 2003 filing of a debt shelf registration statement, and its May 2003 $2 billion multiple-series debt offering and August 2003 $1.1 billion multiple-series debt offering under such shelf registration statement.
  
  
• General Motors’ 2003 global offering of approximately $17.9 billion of debt securities, involving U.S. dollar, Euro and Sterling denominated securities, both straight and convertible debentures, with listings on the NYSE and Luxembourg.
  
  
• Pac-West Telecomm, Inc.’s 2003 tender offer for approximately $77 million of its outstanding notes and the issuance of new notes and warrants to purchase its common stock.
  
  
• General Motors’ 2003 filings of three universal shelf registration statements for the registration of approximately $22 billion of securities.
  
  
• General Motors’ 2003 contribution of approximately $1.24 billion of GM Class H common stock to certain of its employee benefit plans.
  
  
• General Dynamics’ 2001 $500 million Rule 144A placement and 2002 registered exchange offer.
  
  
• Pactiv Corporation’s participation as selling stockholder in Packaging Corporation of America’s 2000 $555 million initial public offering.
  
  
• General Dynamics’ 2000 public offering of approximately $920 million of shares of its common stock.
  
  
• Tenneco Automotive’s 1999 $500 million Rule 144A placement and 2000 registered exchange offer.
  
  
• Tenneco’s 1999 cash tender offers for $1.2 billion of note and debenture securities and $1.1 billion registered exchange offers.
  
  
• Tenneco’s restructuring and registered spin-off transactions completed in 1999 resulting in the creation of several separate public companies, including Case Corporation, Newport News Shipbuilding, Tenneco Automotive and Pactiv Corporation.