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Overview
Yariv Katz is a partner in the Corporate practice of Paul Hastings and is based in the firm’s New York office. He serves as the co-chair of the firm’s Opinion Committee. Mr. Katz practices primarily in the area of securities and capital markets representing issuers, underwriters, placement agents, and investors in public and private offerings of equity and debt securities, including IPOs, follow-on offerings, Rule 144A offerings, PIPEs, and other private placements. He regularly counsels public companies and their boards and management with respect to ongoing disclosure and securities compliance matters, including compliance with the Dodd-Frank Act, the Sarbanes-Oxley Act, the JOBS Act, and the corporate governance rules of the NYSE and Nasdaq. Mr. Katz also has substantial experience in mergers, acquisitions, dispositions, and joint ventures involving public and private companies.
He lectures on IPOs, disclosure, and securities compliance requirements at Cornell Tech, the technology-focused campus of Cornell University located in New York City. Mr. Katz previously served as general counsel of a Nasdaq-listed specialty consumer finance company.
Recognitions
- The Legal 500 USA, Real Estate Investment Trusts (REITS) (2021-2022)
- The Legal 500 USA, Capital Markets: Equity Offerings (2022)
Education
- Fordham University Law School, J.D.
- Binghamton University, B.A.
Representations
- Goldman Sachs & Co. LLC and J.P. Morgan as co-lead underwriters in connection with SharkNinja, Inc.’s secondary public offering of ordinary shares raising gross proceeds of approximately $329 million.
- Underwriters, and then financial advisers, in connection with SharkNinja, Inc.’s proposed IPO-turned-spinoff from its Hong Kong-based parent company, JS Global Lifestyle Company Limited. SharkNinja, a consumer product company, is now listed on the New York Stock Exchange.
- Investment banks in connection with the initial public offering of a technology company (confidential submission).
- Orchestra BioMed Holdings, Inc. in connection with its $100 million “at-the-market” (ATM) offering program;
- Orchestra BioMed Holdings, Inc. in connection with its deSPAC business combination with Health Sciences Acquisitions Corporation 2.
- Citigroup, BofA Securities, BMO Capital Markets, J.P. Morgan, RBC Capital Markets and other underwriters in numerous offerings of common stock, preferred stock and senior notes by Sun Communities, Inc. (NYSE: SUI) and its operating partnership, Sun Communities Operating Limited Partnership, raising gross proceeds of over $12 billion, including:
- the joint book-running managers for Sun Communities, Inc.’s $745 million public offering of common stock in connection with forward sale agreements and $1.3 billion acquisition of Park Holidays UK, the second largest owner and operator of holiday communities in the United Kingdom;
- the joint book-running managers for Sun Communities Operating Limited Partnership’s public offerings of $2.2 billion aggregate principal amount of senior notes;
- the joint book-running managers for Sun Communities, Inc.’s $1.28 billion public offering of common stock in connection with forward sale agreements and $2.1 billion acquisition of Safe Harbor Marinas, LLC, the largest owner and operator of marinas in the United States;
- the joint book-running managers for Sun Communities, Inc.’s $1.13 billion public offering of common stock including $567 million of shares sold on a forward basis;
- the joint book-running managers for Sun Communities, Inc.’s $401 million follow-on public offering of common stock undertaken to supply equity financing for the $1.68 billion acquisition of Carefree Communities; and
- the sole book-running manager for Sun Communities, Inc.’s $349 million follow-on public offering of common stock undertaken to supply equity financing for a $1.32 billion acquisition of manufactured home communities. Sun Communities, Inc. is a real estate investment trust that owns and operates, or has an interest in, manufactured housing communities, recreational vehicle resorts and marinas.
- Citigroup, BofA Securities, Barclays, J.P. Morgan, Morgan Stanley, Wells Fargo Securities, and other underwriters in numerous offerings of class A common stock, convertible senior notes and senior secured notes by Blackstone Mortgage Trust, Inc. (NYSE: BXMT) raising gross proceeds of over $6.3 billion, including:
- the initial purchasers for Blackstone Mortgage Trust, Inc.’s private offering of $400 million of senior secured notes;
- the sales agents for Blackstone Mortgage Trust, Inc.’s $500 million “at-the-market” (ATM) offering program;
- the sole book-running manager for Blackstone Mortgage Trust, Inc.’s $115 million public offering of convertible senior notes pursuant to a reopening of its existing series of such convertible senior notes;
- the joint book-running managers for Blackstone Mortgage Trust, Inc.’s $702 million follow-on public offering of class A common stock undertaken to supply equity financing for the acquisition of a portfolio of commercial mortgage loans from GE Capital Real Estate; and
- the joint book-running managers for Blackstone Mortgage Trust, Inc.’s $660 million public offering of class A common stock. Blackstone Mortgage Trust, Inc., a real estate finance company that originates senior loans collateralized by commercial real estate in North America and Europe, is externally managed by a subsidiary of Blackstone Inc.
- Initial public offering of biomedical innovation company focused on therapeutic products for the treatment of artery disease and hypertension (confidential submission).
- Cresco Labs Inc. in connection with its definitive arrangement agreement to acquire Columbia Care Inc. for approximately $2 billion.
- Jefferies, as placement agent, in connection with Israeli neurovascular device developer Rapid Medical Ltd.’s $50 million financing.
- Canopy Growth Corporation (NASDAQ: CGC) in connection with its:
- $250 million “at-the-market” (ATM) offering program;
- registered direct offering of $150 million of senior unsecured convertible debentures;
- agreement providing Canopy with the right, upon federal permissibility of THC in the U.S, to acquire 100% of the outstanding membership interests of Wana;
- acquisition of The Supreme Cannabis Company, Inc. in a transaction valued at approximately $435 million;
- acquisition of the assets of ebbu, Inc., a Colorado-based hemp research leader, in exchange for an initial cash payment of CDN$25 million and 6,221,210 common shares and up to an additional CDN$100 million in cash and/or common shares upon the achievement of certain scientific related milestones within two years of closing; and
- agreement to acquire Acreage Holdings, Inc. in a transaction valued at approximately $3.4 billion.
- Saba Software, a portfolio company of Vector Capital, in connection with Cornerstone OnDemand, Inc.’s (NASDAQ: CSOD) agreement to acquire Saba for approximately $1.395 billion in cash and stock.
- Francisco Partners, a leading global private equity firm, in connection with its sale of ClickSoftware Technologies to Salesforce in a transaction valued at $1.4 billion.
- Energy Focus, Inc. (NASDAQ: EFOI) in connection with its registered direct offering of shares of common stock and concurrent private placement of warrants. Energy Focus is a leader in advanced LED lighting technologies and solutions.
- Offchain Labs, Inc., an enterprise blockchain company, in connection with its corporate matters and financing transaction.
- GE Medical Systems Information Technologies, Inc., a wholly owned subsidiary of General Electric Company, in an underwritten secondary public offering of shares of common stock of NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of cancer-focused genetic testing services, raising gross proceeds of approximately $130 million.
- Saban Properties in connection with its sale of the iconic Power Rangers brand, as well as other entertainment assets, to Hasbro, Inc. for $522 million in cash and stock.
- A real estate private equity fund in connection with its bond offering on the Tel Aviv Stock Exchange raising gross proceeds of approximately $290 million.
- RBC Capital Markets, Barclays, and SunTrust Robinson Humphrey as joint book-running managers for The KeyW Holding Corporation’s (NASDAQ: KEYW) $89 million follow-on public offering of common stock. The KeyW Holding Corporation provides mission-critical cybersecurity and cyber superiority solutions to defense, intelligence, and national security agencies in the United States.
- Strategic Hotels & Resorts, Inc. (NYSE: BEE), a real estate investment trust which owns and provides value enhancing asset management of high-end hotels and resorts, in connection with (i) numerous offerings of common stock, preferred stock, and convertible notes raising gross proceeds of approximately $2.9 billion and (ii) multiple acquisitions, including its:
- acquisition of the Montage Laguna Beach resort from an affiliate of Ohana Real Estate Investors LLC in exchange for $100 million of shares of common stock, the assumption of a $150 million mortgage loan encumbering the property, and approximately $110 million in cash;
- acquisition of the remaining 49 percent interest in the JW Marriott Essex House Hotel previously held by affiliates of KSL Capital Partners, LLC in exchange for approximately $84.6 million of common stock;
- $435 million follow-on public offering of common stock undertaken to acquire joint venture partner’s ownership interest in the Hotel del Coronado and redeem outstanding shares of preferred stock;
- $251 million follow-on public offering of common stock undertaken to acquire the Four Seasons Resort Scottsdale at Troon North and redeem outstanding shares of preferred stock;
- acquisition of the 49 percent interest in the InterContinental Chicago hotel previously held by an affiliate of the Government of Singapore Investment Corporation in exchange for $90 million of common stock and cash;
- acquisition of the Four Seasons Jackson Hole and Four Seasons Silicon Valley hotels from The Woodbridge Company Limited in exchange for $95 million of common stock and its concurrent $50 million private placement of common stock to Woodbridge; and
- $349 million follow-on public offering of common stock and its related debt tender offer for all of the outstanding exchangeable senior notes of the company’s operating partnership.
- FairPoint Communications, Inc. (NASDAQ: FRP), a leading business and broadband solutions provider, in connection with its $1.5 billion sale to Consolidated Communications Holdings, Inc.
- SFX Entertainment, Inc. (NASDAQ: SFXE), the largest global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, in connection with its:
- $30 million private placement of convertible preferred stock;
- Rule 144A/Reg S offering of $65 million of additional 9.625% second lien senior secured notes due 2019 and a concurrent $10 million private placement of 9.625% second lien senior secured notes due 2019 to an entity controlled by the company’s chief executive officer and chairman of its board of directors; and
- Rule 144A/Reg S offering of $220 million of 9.625% second lien senior secured notes due 2019.
- Barclays and UBS Securities LLC as underwriters in secondary public offerings of common stock by certain stockholders of Mattress Firm Holding Corp. (Nasdaq: MFRM), the nation’s leading bedding retailer, raising gross proceeds of approximately $255 million.
- The Telx Group, Inc., a data center operator, on its proposed $100 million NASDAQ IPO (dual-tracked and sold).
- Piper Jaffray & Co. as the sole underwriter in Lions Gate Entertainment Corp.’s (NYSE: LGF) $134 million secondary public offering pursuant to which certain investment funds affiliated with Carl Icahn substantially exited their investment in the company.
- Capital Trust, Inc. (NYSE: CT), a real estate finance and investment management company, in connection with the sale of its investment management and special servicing business to an affiliate of Blackstone (NYSE: BX) for $20 million, and the concurrent $10 million private placement of shares of its class A common stock to an affiliate of Blackstone, representing an 18.2% stake in Capital Trust, Inc.
- Fanatics, Inc. in connection with its $277 million sale to GSI Commerce, Inc.
- Crystal River Capital, Inc., a specialty finance real estate investment trust, in connection with its going private merger transaction.
- An e-commerce company on its proposed NYSE IPO (dual-tracked and ultimately sold prior to its initial Form S-1 filing).
- Brookfield Realty Capital Corp. on its proposed $500 million NYSE IPO.
Engagement & Publications
- Mr. Katz lectures on IPOs, disclosure and securities compliance requirements at Cornell Tech, the technology-focused campus of Cornell University located in New York City.
- National Investor Relations Institute: Securities Regulations 101: Fundamentals of Public Company Disclosure.
- NYSE and Nasdaq Listing Requirements for Reverse Merger Companies.
Involvement
- Admitted to practice in New York.