Corporate and Securities
Samantha Sacks Gallagher is a Partner in Arnold & Porter LLP’s Corporate and Securities practice in its Washington, DC office. Ms. Gallagher’s practice focuses on the representation of underwriters and issuers in public and private debt and equity securities offerings, as well as advising companies in a variety of corporate and securities law matters, including public company reporting obligations, corporate governance issues, joint ventures, and mergers and acquisitions. In particular, she has extensive experience representing real estate investment trusts (REITs) and other real estate companies and financial institutions.
Ms. Gallagher frequently represents issuers and underwriters in connection with initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings and tender offers. She also regularly advises public companies with respect to corporate governance matters, compliance with the federal securities laws and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters. In addition, Samantha represents clients in a wide variety of strategic transactions, including mergers, acquisitions, divestitures, tender offers and joint ventures.
Prior to joining the firm, Ms. Gallagher was a partner in the Washington, DC offices of two other law firms.
Ms. Gallagher’s representative Corporate and Securities Matters include:
- Representation of issuers and underwriters in equity offerings aggregating more than US$4.0 billion in proceeds and debt offerings aggregating more than US$5.0 billion in proceeds
- Representation of First Potomac Realty Trust in its US$110 million public offering of common stock
- Representation of Bank of America Merrill Lynch, Wells Fargo and Morgan Stanley in the US$650 million initial public offering of American Assets Trust, Inc.
- Representation of Campus Crest Communities, Inc. in connection with its joint venture transaction with Beaumont Partners SA to acquire and develop student housing properties in Montreal, Quebec
- Representation of RBC Capital Markets, Jefferies, KeyBanc Capital Markets and Wells Fargo in connection with the US$150 million at-the-market (ATM) offering of American Assets Trust, Inc.
- Representation of Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley and Wells Fargo in the US$250 million initial public offering of Hudson Pacific Properties, Inc.
- Representation of Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley and Wells Fargo in US$315 million of follow-on offerings of common stock by Hudson Pacific Properties, Inc.
- Representation of AmREIT, Inc. in its US$63 million public offering of common stock
- Representation of Jefferies and Robert W. Baird & Co. in the US$58 million initial public offering of AmREIT, Inc.
- Representation of Colony Financial, Inc. in its US$287.5 million initial public offering
- Representation of Morgan Stanley and J.P. Morgan in the US$200 million initial public offering of Piedmont Office Realty Trust, Inc.
- Representation of a Smithfield Foods, Inc. in its US$1.0 billion offering of senior notes and concurrent tender offer for over US$750 million of outstanding senior notes
- Representation of Wells Fargo, Bank of America Merrill Lynch, Barclays Capital and Morgan Stanley in the US$87.5 million public offering of preferred stock by Hudson Pacific Properties, Inc. and subsequent US$58 million reopening of such preferred stock
- Representation of a leading investment bank in the 144A offering of US$750 million of exchangeable senior notes by an office REIT
- Representation of Citigroup and UBS Securities in connection with the US$300 million at-the-market (ATM) offering of Liberty Property Trust
- Representation of a retail REIT in its US$50 million at-the-market (ATM) offering
- Served as Sales Agents’ counsel for several leading investment banks in various at-the-market (ATM) programs
- Representation of U-Store-It Trust (now CubeSmart) in its US$460 million initial public offering and approximately US$400 million follow-on offering of common stock
- Representation of The Commonwealth of The Bahamas in more than US$200 million 144A sovereign debt offerings
- Representation of New Plan Excel Realty Trust in its US$6.2 billion acquisition by Centro Properties, an Australian retail investment company
- Representation of Trizec Properties, Inc. in its participation with a leading commercial real estate company in the US$3.8 billion acquisition of Arden Realty
- Representation of two senior living and retirement community companies in its US$250 million sale of a portfolio of senior living facilities to a public healthcare REIT
- Representation of GE Commercial Finance in the disposition of its US$1.0 billion stake in a public company through a combination of a common stock offering, forward sales and stock lending arrangements, and an offering of synthetic equity securities
- Representation of multiple public company clients with respect to general business matters and securities law reporting and compliance matters
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