Cases
Representative Matters: Ms. Hewitt counsels issuers, underwriters,
investors, as well as directors, executive officers,
shareholders, in a wide variety of matters including: venture capital
private equity transactions
public
private securities offerings
SEC registration
periodic reporting requirements, as well as stock exchange rules
regulations
proxy statements
consent solicitations
domestic
cross-border mergers
acquisitions
divestitures
financings
recapitalizations
joint ventures
strategic alliances
corporate restructurings
reorganizations
,
corporate governance.
Ms. Hewitt advises U.S.
international clients on the formation of U.S. corporations, partnerships, limited liability companies
joint ventures
counsels clients on a wide variety of contractual issues.
Prior to joining Schnader, she was a partner at Thelen LLP
its predecessor, Brown Raysman, as well as Whitman Breed Abbott & Morga
Ms. Hewitt's recent engagements include representing: Mergers
Acquisitions: An international trade print publisher in the creation of a joint venture with a new media agency
the acquisition by the venture of certain of the assets of a regional media group.
A leading provider of outsourced billing
statement services
customer communication management in the acquisition of all the stock of a privately-held, Minnesota-based data management
document management services company for cash
a related loan from a consortium of banks.
A leading provider of outsourced billing
statement services
customer communication management in the acquisition via merger of a privately-held, Baltimore-headquartered, performance-based online marketing company for cash
a related loan from a consortium of banks.
An invoice
statement printing, electronic billing payment
presentment services
presentment
business process outsourcing services company in the acquisition of all the stock of a national, full-service document management provider specializing in electronic
paper-based billing
high quality variable printing
distribution
mail services
electronic
film based storage
medical release of information for cash
securities
a related loan from a consortium of banks.
An invoice
statement printing, electronic billing payment,
presentment services
presentment
business process outsourcing services company
its shareholders in the sale of their shares to a newly-formed Employee Stock Ownership Plan
in the related financing from a consortium of banks.
A small cap U.S. public company in the sale of 85 percent of its stock to an oil
gas developer in West Texas.
A family business in the scrap recycling industry in the purchase of shares from minority shareholders.
An energy investment fund in the sale of their interest in the third largest solar energy developer in the United States to a Fortune 500 company that owns
operates one of the country's largest
most diverse power generation portfolios.
A privately-owned mining, metals,
minerals consulting business in the sale of its business
assets to an international mining
minerals consulting firm.
Buyers
sellers in purchasing
selling personal services businesses such as accounting practices
consulting firms.
Private Equity
Venture Capital: An entertainment company with a portfolio of br
ed radio programs in sports, news talk,
entertainment in the sale by its members of 31.5 percent of the equity to a Connecticut-based private equity fund for $15 million.
An energy investment fund in their $17.5 million private equity investment,
the subsequent restructuring of such investment
their multiple follow-on investments, in the third largest solar energy developer in the United States.
A provider of innovative technology-based raw materials to the cosmetics industry in a strategic collaboration agreement with a public company traded on the Tokyo Stock Exchange which included a $3 million Series A Preferred Stock investment.
A family-owned investment company in the acquisition of an option to purchase the minority equity interests of a group of companies that support the marine
offshore industry with a wide range of equipment, services,
support from a family of private equity funds.
A Midwestern venture capital firm in its preferred stock investment in a company with a mobile restaurant waitlist app that empowers people to get in line from their mobile phone
show up when their table is ready.
Finance: A national bank in connection with a $75 million Reducing Revolving Credit Facility
a $2 million Letter of Credit Facility for a New York Stock Exchange listed company.
A full-service deepwater intervention
support company that supports the marine
offshore industry with a wide range of equipment, engineering
services of approximately $58 million of asset-based loans from a consortium of banks.
A specialty lender in a loan to an Israeli art dealer for the purchase of a work by Francis Bacon. The loan closed the morning after the Francis Bacon triptych of Lucian Freud sold at a then-record price of $142.4 million at the Christie's contemporary art auction in New York.
A specialty lender in a loan to a Los Angeles-based art advisor for the purchase of a 2006 work by Damien Hirst.
A Bermuda-based specialty lender in a loan to an Israeli tech entrepreneur secured by 49 contemporary artworks including works by Irving Penn, Pablo Picasso, Robert Rauschenberg, Gerhard Richter, Andy Warhol
others.
A specialty lender in the creation of a loan facility
drawings thereunder for two Los Angeles collectors secured by 35 contemporary artworks, including works by Jeff Koons, Takashi Murakami, Yoshitomo Nara, Julian Schnabel
others.
A manufacturer of telecommunications equipment
devices for fiber optic
copper networks in a secured loan from a regional bank.
An environmental asset management firm in a $10.5 million senior secured loan facility for a biomass power generation facility located in Blue Lake, California.
An environmental asset management firm in a $12.5 million senior secured loan facility for two biomass power generation facilities located in Chowchilla
Merced, California.
Corporate Governance: An NYSE-listed financial services company which migrated from Canada to Delaware in a presentation to its Board on directors' fiduciary duties
the best practices of directors.
A New York not-for-profit corporation in corporate governance matters including the revision of its bylaws, st
ing rules,
committee charters in accordance with applicable state
federal law
best practices.
A New York not-for-profit corporation in the revision of its bylaws, policies
committee charters to conform to the provisions of the New York Nonprofit Revitalization Act of 2013.
Securities: Public companies in the technical requirements of compliance with the periodic disclosure requirements of Securities Exchange Act of 1934 as those requirements bear on both corporate
director
officer reporting as well as conformity with stock exchange rules
regulations.
Boards of directors
audit, nominating, governance
compensation committees of public companies on matters of particular shareholder sensitivity.
Various emerging companies in private placements of securities involving an integration of preferred rights of different series
other issues.
An investment bank as placement agent in a series of Registered Direct
PIPE Offerings of the stock of various publicly-traded pharmaceutical
medical device companies.
International: As local U.S. counsel, the shareholders of a U.K. technical production company delivering specialist production services to corporate clients, event agencies, production companies, PR
communications agencies, hotels
venues in the sale of their shares to a U.S.-based company which provides event technology services for the hotel, resort
conference center industry.
An investor group in the formation
capitalization of a company to purchase, lease, license, build, operate
maintain cell towers
sites in Central America, South America
the isl
nations of the Caribbean.
A U.S. company owning a controlling interest in a Chinese coal transportation
trading company in the sale of a majority of its equity interests to a local Chinese coal operator.
A small cap U.S. public company in the acquisition of the stock of a software company with a proprietary mobile platform from a privately-held U.K. company.
An Italian company engaged in the sale
distribution of espresso coffee
coffee products
the operation of franchised
proprietary coffee shops in a migratory merger of its U.S. operating company from New York to Delaware.