Transactions
The following is a partial list of securities, merger & acquisition,
joint venture, and other corporate matters in which Mr. Casillas has served
as lead counsel:
High Technology – Silicon Valley: Mr. Casillas practiced law at Wilson Sonsini Goodrich & Rosati in Silicon Valley, the nation’s leading high technology and Silicon Valley law firm. At WSGR he helped run one of the largest corporate practices in Silicon Valley. At WSGR he led teams that advised public and private companies on M&A transactions; financings; offerings of common shares, preferred shares, debt, and convertible securities; strategic partnerships; IPO’s; stock buybacks; licensing agreements; listing (and delisting) proceedings; litigation; arbitration; stock option and executive compensation; employment matters; all ’33 Act and ’34 Act filings; Sarbanes-Oxley; board of directors; and corporate governance. WSGR’s clients included 3,000 high technology startups and 600 publicly traded technology companies. Apple, Google, Twitter, Netscape, and Pixar are among the many clients WSGR led from startup to publicly traded market leaders.
High Technology – Asia Inbound: Advise Japan's largest computer, multimedia, and telecommunications company in connection with its (i) $1 billion computer wafer fabrication facility in the United States; (ii) acquisition and licensing of computer chip manufacturing equipment from LAM Research Corp., Applied Materials Inc., Tencor Instruments Inc., KLA Instruments Corp., Canon U.S.A. Inc., Eaton Corp., Mega Systems & Chemicals Inc., Minato Electronics Inc., Nanometrics Inc., Varian, Nikon Precision Inc., and Watkins-Johnson Company; (iii) wafer fabrication facility upgrade and enlargement by leveraged lease and other financing structures involving The Industrial Bank of Japan, Limited, Met-Life Insurance Co., General Electric, and National Westminster Bank PLC; (iv) analysis of financing proposals obtained from 15 Japanese, U.S. and European institutions by Credit Suisse First Boston Corp.; and (v) California sales tax matters and 6% state income tax credit relating to high technology manufacturing equipment acquisition in California.
High Technology – US Outbound: Advise Silicon Valley startup company in connection with its (i) telecommunications and Internet joint venture in New Delhi, India with Raunaq Enterprises, including initial private placement financing and subsequent public offering of common stock, technology licensing and regulatory matters; (ii) strategic partnering and technology licensing transaction with Future Labs relating to multi-party computer document conferencing; and (iii) strategic partnering, technology licensing, and product distribution agreements with Xerox relating to Xerox computer soundboard systems.
Securities Offerings: Advise large and small companies on decades of securities offerings and financings. Experience includes counsel to issuer in connection with public offering of equity, debt, and convertible securities in the United States and overseas; advised upon offerings in the United States by issuers from Europe, Asia, and Latin America relating to securities such as common stock, debentures, commercial paper, limited partnership interests, limited liability company interests, and other types of securities; offerings have included publicly traded and registered securities, Rule 144A transactions, offshore transactions under Regulation "S", private placement transactions under Regulation "D", Eurodollar offerings, and other structures
Life Science – Medical Devices, Biotechnology, Pharmaceutical & Other: Expertise in Life Science businesses includes numerous medical device, pharmaceutical, petrochemical, and other transactions involving complex FDA, EPA, Patent, and other regulatory and intellectual property issues. Representative engagements include counsel to (i) underwriters in connection with proposed IPO transactions for medical device companies (e.g., diabetes glucose monitoring equipment and software, and cancer detection radiology equipment and software), transactions which involved extensive 510(k) clearance and premarket approval issues at the FDA, accounting issues, contractual issues, etc.; (ii) French biotech company in its proposed $1.1 billion acquisition of US biotech company’s diagnostics division and related biotechnology R&D, manufacturing, and distribution assets; (iii) medical device company (radiofrequency medical devices for minimally invasive cancer treatment) in its acquisition by NYSE-listed medical device company, (iv) medical device company (in vitro diagnostics and immunoassay technology, multi-layer film test strips for bacterial vaginosis) in its acquisition by Nasdaq-listed medical device company, (v) Nasdaq-listed medical device company in its move to NYSE, and in its acquisition of a private medical device company (microkeratomes for the laser eye surgery equipment), (vi) US pharmaceuticals company in its pharmaceuticals acquisition, divestiture, and distribution transactions in Asia, US, and Europe; (vii) Asian bank in its fully secured financings for petrochemical refineries in US owned by Taiwanese joint venture partners; and (viii) general corporate and finance transactions for startup, emerging growth, and public companies in the life science industries.
Life Science – Agribusiness, Water & Other: Expertise in Life Science businesses includes numerous agribusiness, water, and other transactions involving complex FDA, EPA, Patent, and other regulatory and intellectual property issues. Representative engagements include counsel to (i) Asian company in its acquisition of U.S. winery and related agribusiness assets in California and other parts of US; (ii) Australian bank in its fully secured financings for winery and related agribusiness assets in California; (iii) European company in its multi-billion dollar water industry acquisition and investment strategy in California; (iv) Canadian company in its acquisition of meat and pork processing plants and related agribusiness assets in California, Hawaii, and Iowa; (v) Southeast Asian company in its acquisition and joint venture transactions in US, Canada, Thailand, Laos, and New Zealand; and (vi) US company in its development of tree forests and related lumber assets in New Zealand.
Public Companies: Experience includes all aspects of federal and state regulation of publicly traded companies in the United States, such as (i) Securities & Exchange Commission (SEC) statutes and regulations (e.g. 1933 Securities Act, 1934 Securities Exchange Act, Sarbanes-Oxley, and related regulations, no-action letters, and rulings); (ii) reports and filings by publicly traded companies, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, periodic reports on Form 8-K, and proxy statements; (iii) reports and filings by public company officers, directors, and 10% shareholders, such as Forms 3, 4, and 5; (iv) registration statements filed with the SEC for public securities offerings, such as Form S-1, Form S-3, and Form S-8; (v) all agreements, due diligence investigation, government filings, stock exchange listing applications, and other documentation leading up to and consummating initial public offerings; (vi) SEC reviews and comment letters regarding public company filings under the ’34 Act; (vii) SEC reviews and investigations of public company reporting, accounting, and other activities; and (viii) all transactional requirements for publicly traded companies in M&A transactions (including California fairness hearings), strategic partner agreements, public offerings, PIPE financings, convertible debt financings, private placement financings, public tender offers, corporate governance matters, stock option and executive compensation issues, and stock exchange listing matters.
Mergers & Acquisitions; Divestitures; Strategic Partnerships: Advise large and small companies on decades of M&A, divestiture, and strategic partnership transactions. Experience includes counsel to small private companies and large publicly traded corporations, involving tax-free stock-for-stock transactions, earn-out pricing, escrowed merger payments, detailed indemnity procedures, interim financings, California fairness hearings, two-step acquisitions, reverse triangular mergers, forward triangular mergers, cash tender offers, cross-border M&A, and other structures. Experience includes counsel to (i) U.S. pharmaceutical company with respect to sale of Division to European buyer, acquisition of U.S. company, and partnership with European company in connection with distribution of product throughout Europe; (ii) Canadian corporation, as purchaser of U.S. company, with manufacturing facilities in Iowa, California, and Hawaii; (iii) English company, as purchaser of 51% shares of capital stock of U.S. corporation, with operations in California, Nevada, Oregon, and Utah; (iv) public and private companies in acquisitions by NYSE-listed and Nasdaq-listed companies; (v) NYSE-listed and Nasdaq-listed companies in acquisitions of public and private companies in several industries; (vi) U.S. investment funds with respect to acquisitions in Russia, Asia, and the United States; and (vii) French biotechnology company with respect to acquisition of California-based biotech company's diagnostics businesses.
Investment Funds: Counsel to Taiwanese investors in connection with formation of US$20,000,000 investment fund in Cayman Islands, with investment objective of acquisition of shares in U.S. technology companies; investment fund structured to comply with requirements of Reg. "S", '33 Act, and '40 Act; counsel to U.S. investors in connection with formation of investment funds, acquisitions and investments by funds in the United States and overseas; counsel to "incubator" funds providing seed capital, mentoring and management resources, and related activity; counsel to European and U.S. investors in connection with formation of US$2,000,000 investment fund with objective of acquisition of fine and rare wines and sale of acquired assets through major auction house; counsel to publicly traded venture capital fund in Silicon Valley.
MBO & LBO Finance & Acquisitions: Counsel to (i) European bank group as lenders to Italian company and its U.S. subsidiary, regarding $70,000,000 debt portion of $98,000,000 cross-border management buyout transaction ($20,000,000 of the debt placed in the U.S. and $50,000,000 of the debt placed in Europe); no subordinated debt used in this financing, and post-closing debt/equity ratio for this company was 2:1; and (ii) commercial finance subsidiary of U.S. bank, as lender regarding permanent financing of leveraged buyout of manufacturing company in California; financing involved subordinated debt, equity warrants.
M&A Advisory: Counsel to Asian mergers & acquisitions advisory group with respect to (i) strategic partnership of Asian transportation company and U.S. transportation firm; (ii) joint venture of two Asian beverage firms in connection with factory in the United States; and (iii) acquisition by Japanese client of Napa Valley winery businesses.
Entertainment Finance & Acquisitions: Counsel to European investors in connection with acquisition of, and financing for, motion picture company; involved a $50 million credit facility secured by assignment of license rights to selected portion of company's film library in 2 European countries; financing was part of leveraged buyout acquisition of company by European investors; advice regarding license of video rights to film library of entertainment company.
TV & Radio Finance & Acquisitions: Counsel to debt and equity investors in limited partnership acquisitions of television stations and radio stations in California, Oregon, Colorado, and Texas; advice regarding Federal Communications Commission approvals, effectiveness of FCC broadcast licenses, and state and local governmental requirements.
MTV Russia: Counsel to U.S. investment fund in connection with financings for and acquisitions of television and cable companies in Russia to create "MTV Russia", long-term licensing agreement with Viacom regarding rights to MTV name and business in Russia; strategic partner agreements, employment agreements, equity compensation agreements, banking arrangements, government licensing of cable television and broadcast television businesses in Moscow and St. Petersburg.
Rare Wine Auction: Counsel to limited liability company regarding formation of $2,000,000 LLC fund to acquire fine and rare wines and sell them at public auction in joint venture with major international auction house
Wine & Spirits: Counsel to (i) Asian company in its acquisition of U.S. winery and related agribusiness assets in California and other parts of US; (ii) Australian bank in its fully secured financings for winery and related agribusiness assets in California; (iii) U.S. winery in connection with financing transactions; (iv) US company in connection with acquisition of winery and related agribusiness assets in New Zealand; and (v) Russian company in connection with US vodka company formation, financing, strategic partner, and distribution agreements.
PacBell Park Baseball Stadium: Counsel to U.S. bank as trustee and collateral agent for $170,000,000 senior secured debt financing provided by a group of institutional lenders for the construction of the new Major League Baseball stadium in San Francisco for the Giants baseball team (1997-2000); stadium opened in April 2000, at the beginning of the 2000 baseball season; advice to client regarding multi-tranch, multi-lender agreements, $50 million stadium naming rights agreement with Pacific Bell, pavilion and other long-term advertising agreements, security agreements relating to the stadium and its various components.
ESOP Finance: Counsel to (i) financial institution as Agent for international investor group, and as investor, regarding $30,000,000 Employee Stock Ownership Plan (ESOP) loan to startup aluminum company in the Pacific Northwest and (ii) to Asian bank as member of bank group providing $1,000,000,000 ESOP loan for Chevron.
Letters of Credit: Counsel to English bank (i) as agent for international bank group and issuer of $50,000,000 letter of credit for the account of PacifiCorp, Inc. with respect to limited partnership (equipment fund) units offering, underwritten by Shearson Lehman Hutton Inc. and Smith Barney, and (ii) as issuer of letter of credit for the account of PacifiCorp with respect to $21,100,000 Environmental Improvement Revenue Bonds for facilities in Wyoming, underwritten by Goldman, Sachs & Co.
International Banks: Experience includes advice to more than 40 banks headquartered in Europe, Asia, Australia, and Latin America. Counsel to the International Bankers Association in California ("IBAC") from 1984 to 1989 and from 1994 to 1997. IBAC's members include more than 125 commercial banks headquartered in Asia, Europe, Australia, Canada, and Latin America with offices in California ranging in size from representative, agency, and branch offices to full subsidiary banks organized and operating under the banking laws of California and the United States. Advice included updates on M&A activity, financing, and other legal developments of interest to IBAC members, as well as educational seminars and speeches on these topics.
ICC Arbitration and Litigation Management: Counsel to (i) European banks in connection with enforcement of loan agreement and security agreement against corporate borrowers in the United States, Italy, and the United Kingdom; (ii) Airbus in connection with repossession of two Airbus A310 Aircraft from South American flag carrier and enforcement of contract rights in South America; (iii) European bank in connection with corporate default on bills of exchange in the U.S. and Europe; and (iv) U.S. client in connection with successful ICC arbitration in Paris and Zurich regarding pharmaceutical product distribution business.
Insurance Industry: Mr. Casillas practiced law at LeBoeuf Lamb Greene & MacRae, the nation’s leading insurance law firm, emphasizing mergers & acquisitions among insurance companies in the United States and overseas, regulatory matters, corporate matters, finance matters, licensing matters, and the many other legal issues affecting the insurance industry. Experience includes mergers, acquisitions, and divestitures for insurance companies; applications and other filings with state insurance departments for licenses and other matters; conversion of corporation into a limited liability company and requisite governmental filings and approvals; debt and equity financing and investment transactions for insurance companies; and other corporate transactions for insurance companies.
Project Finance & Acquisitions: (i) Counsel to equity investor in, debt investor in, and acquiror of companies with 250 MW gas-fired combined-cycle facilities in U.S.; advised client in connection with acquisition of equity interests in the LLC project entity for the first phase, bridge financing to LLC, long-term project financing for LLC, project agreements for LLC, sale of additional interest in LLC, and successful sale of LLC to large electric utility; (ii) counsel to European investors in financings for, and acquisitions of, aluminum facilities throughout the United States; transactions included bridge financing, long-term takeout financing, revolving credit facilities, multicurrency facilities, standby credit facilities for London Metal Exchange margin calls on aluminum futures contracts, subordinated debt, and letters of credit for municipal bonds; negotiation of power purchase and sale contracts; and (iii) counsel to Thailand-based manufacturing company regarding acquisitions by client of pulp and paper manufacturing facilities in Pacific Northwest; dismantling, packing, shipping of the facilities from U.S. to Thailand.
Harbor Facility Project Financing: Counsel to Japanese ship and transportation company regarding construction, leveraged lease financing, expansion, and operation of new harbor facility in Long Beach, California; combination of debt and equity financing structures resulted in substantial savings in finance costs compared to traditional financing alternatives; advice included negotiation of contracts for construction of four new Container Gantry Container Cranes and two new RTG Container Cranes (by Mitsubishi Heavy Industries of Japan), design of new harbor facility computer system, applicable government agency approvals and agreements regarding facility lease and operational matters, analysis of federal tax, state income and sales tax, and local taxes, and compliance with permit issuance and renewal requirements.
Container/Trailer Financing, Sale/Leaseback: Counsel to U.S. transportation company regarding acquisition, financing and sale-leaseback of 5,000 containers and trailer chassis; advice included negotiation of financing agreements, analysis of income and sales tax issues, and compliance with governmental filing-registration requirements in several states.
Aircraft Finance: Counsel to (i) group of Japanese institutions providing the $141,000,000 Japanese leveraged lease financing for three new Boeing 757-222 Aircraft and C$80,000,000 defeased Japanese leveraged lease financing for one new Boeing 767-300 ER Aircraft; (ii) publicly traded limited partnership as lessor of two DC-9-30 Aircraft to Aeromexico; (iii) corporate lessor regarding finance lease, and operating sublease, of two Boeing 737 Aircraft to Aviateca S.A. (Guatemalan flag carrier); and (iv) European aircraft manufacture regarding finance lease and repossession of two Airbus A300 Aircraft from South American flag carrier.
Government Guaranteed Bonds: Counsel to underwriter with respect to $40,000,000 United States Government Guaranteed Ship Financing Bonds issued by West Coast shipping company; transaction involved simultaneous redemption of prior bonds and substitution of indenture trustees, as well as leveraged lease relating to the vessel.
Real Estate Financings: Counsel to (i) Asian bank, as lender regarding construction of residential townhouse developments, with negative cash flow guaranty from Trammell Crow, (ii) Australian bank, as lender regarding construction of detention facilities by California real estate development company, guaranteed by the State of California in connection with privatization of detention function, and (iii) South Asian bank, as lender regarding construction loan for office building project in Palo Alto and for the largest Hindu temple in the Western United States.
International: : Experience includes decades advising clients on M&A, banking, finance, joint venture, aircraft, and other corporate transactions in (i) Italy, England, France, Switzerland, Germany, Spain, Luxembourg, and other parts of Europe, (ii) Japan, China, Korea, Thailand, Taiwan, Vietnam, Laos, Singapore, Phillipines, and other parts of East Asia, (iii) India, Kazakhstan, and other parts of Southern and Central Asia, (iv) Australia and New Zealand, (v) the Middle East, (vi) South Africa and other parts of Africa; and (vii) Mexico, Argentina, Venezuela, Bolivia, Peru, Ecuador, and other parts of Latin America. See generally this listing of representative transactions.
BANK OF AMERICA: The following is a brief summary of transactions in which Mr. Casillas served as legal counsel while at Bank of America’s world headquarters in San Francisco in 1983-84: Counsel to the Bank as lead lender in (i) $500,000,000 hostile tender offer defense credit facility for Safeco; (ii) $75,000,000 secured acquisition line of credit for Heron International PLC; and (iii) as lender to various companies in the high technology, agricultural, aircraft, shipping, retailing, leasing, construction, steel, aluminum, and other industries; as letter of credit issuer with respect to a variety of bonds and other securities; as lender in several project financings; and as lender in workout and bankruptcy transactions.
BREED, ABBOTT & MORGAN: The following is a brief summary of transactions in which Mr. Casillas served as legal counsel while at Breed, Abbott & Morgan in New York in 1980-82: Counsel to (i) investment banking firms, as underwriter or advisor with respect to public offerings and private placements of equity and debt securities and mergers and acquisitions advisory matters; (ii) Fortune 500 companies with respect to issuance of domestic and Eurodollar securities, mergers and acquisitions in the steel, financial services, insurance, high technology, pharmaceutical, and other industries, project financings in Latin America, and general corporate and securities law advice; and (iii) formation of international joint ventures, limited partnerships, and other business combinations relating to the energy, mining, real estate, and transportation industries.
Please contact Mark Casillas with any questions you may have about Casillas
Law Group.