Jeff McPhaul represents public and private companies in connection with public offerings and private placements of debt and equity securities, mergers, acquisitions, reverse takeovers, divestitures, private equity and venture capital transactions, entity structure and formation, corporate governance, securities law compliance (including public reporting and disclosure obligations), securities exchange listing requirements and general commercial transactions. Jeff regularly works with members of the Real Estate Development & Investments Practice Group on complex real estate transactions, including joint venture formations and equity financing arrangements.
Jeff also represents clients in transactions subject to pre-merger notification requirements in the US under the Hart-Scott-Rodino Antitrust Improvements Act.
Jeff’s clients range in size from start-ups to large public companies and operate in a diverse range of industries, including oil and gas exploration and production, real estate, e-commerce, technology, electronic entertainment and gaming, semiconductor, hospitality, beverage, and manufacturing.
Representative Experience
Capital Markets and Securities
- Represented NASDAQ-listed technology company in connection with “at the market” public offering of up to $120 million of common stock
- Represented NASDAQ-listed technology company in connection with a $26 million underwritten follow-on public offering of common stock
- Represented NASDAQ-listed technology company in connection with $6 million registered direct offering of common stock
- Represented NASDAQ-listed technology company in connection with a $10 million confidentially marketed public offering of common stock
- Represented NASDAQ-listed technology company in connection with $7 million registered direct offering of common stock
- Represented NASDAQ-listed technology company in connection with a $3 million underwritten follow-on public offering of common stock
- Represented financial technology company in connection with an $20 million initial public offering and up-listing from OTCBB to the NASDAQ
- Represented NASDAQ-listed technology company in connection with “at the market” public offering of up to $69 million of common stock
- Represented NASDAQ-listed technology company in connection with “at the market” public offering of up to $100 million of common stock
- Represented NASDAQ-listed technology company in connection with a $24 million PIPE offering of convertible debt securities
Mergers and Acquisitions
- Representation of a privately-held gaming company in connection with a $200 million merger transaction
- Representation of a privately-held technology company in connection with a $45 million merger transaction with a publicly traded company
- Represented NASDAQ-listed technology company in connection with a $10 million strategic acquisition of 100% of the stock of a privately-held computer hardware assembly and sale company
- Represented a private energy company in connection with the rollup of 26 oil and gas partnerships and assets valued in excess of $90 million
- Representation of a private company in its acquisition of over 30 Pizza Hut franchises and related financing
Private Fund Formation
- Representation of multiple oil and gas exploration and production companies in the structuring of numerous sponsored partnerships formed for the purpose of oil and gas exploration and ownership of income-producing oil and gas properties, which included counsel on private placements of partnership interests in amounts ranging from $500,000 to $80 million
- Represented various private fund sponsors in connection with the formation and offering of interests in multiple royalty/mineral interest investment funds and related private offerings ranging between $5 million to $50 million
- Represented private sponsor engaged in the acquisition and management of medical real estate property portfolios located throughout the country in connection with various joint ventures ranging between $34 million to $150 million
- Represented private sponsor in connection with $20 million fund to invest in multifamily real estate projects and separate $6 million fund for a value-add multifamily real estate project
- Represented private sponsor in connection with $20 million fund to invest in active adult real estate projects