W. StuartOgg

Partner

(T) 1.650.687.4125

Stuart Ogg has represented issuers, underwriters, and investors in a variety of capital markets transactions for more than 20 years, including IPOs, high yield and convertible debt offerings, tender offers and exchange offers, restructuring transactions, and private equity and venture capital investments. He also has extensive experience in public and private M&A transactions. Stuart regularly counsels clients on complex federal securities law disclosure and compliance issues, as well as NYSE and NASDAQ listing and corporate governance matters.

Stuart represents a number of clients in the semiconductor and technology industries, including notable recent representations of Intersil Corporation in connection with its $3.2 billion acquisition by Renesas Electronics, and capital markets and financing transactions for MagnaChip Semiconductor Corporation and Synaptics Incorporated. In addition, he has advised clients on corporate and securities matters in high-profile bankruptcy and restructuring matters, including the recent bankruptcy proceedings of American Apparel.

Stuart has been involved for several years with the LA County Bar Association Counsel for Justice, including past service as a director and currently supporting the LACBA's Domestic Violence Legal Services Project.

Experience

  • NRC Group Holdings to be acquired by US Ecology, Inc. for $966 millionJones Day is advising NRC Group Holdings Corp. (NYSE American: NRCG) in its acquisition by US Ecology, Inc., a leading North American provider of environmental services to commercial and government entities, pursuant to an all-stock transaction that values NRCG on an enterprise value (based on the US Ecology average share price over the last 15-trading days) at $966 million.
  • Koch participates in $1.5 billion investment in InforJones Day is advising Koch Equity Development (KED), the acquisition and investment subsidiary of Koch Industries, in connection with an investment of $1.5 billion in Infor by KED and Golden Gate Capital.
  • Koch Equity Development invests $550 million in Getty ImagesJones Day advised Koch Equity Development, the acquisition and investment subsidiary of Koch Industries, in connection with an investment of $550 million in Getty Images.
  • Deutsche Bank, Merrill Lynch, Citigroup, and Credit Suisse, as representatives of the underwriters, complete $300 million bond offering by KB HomeJones Day represented Deutsche Bank Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Citigroup Global Markets Inc.; and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters, in connection with the public offering by KB Home, one of the nation’s largest homebuilders, of $300 million aggregate principal amount of 6.875% Senior Notes due 2027 and an additional $100 aggregate principal amount of its existing series of 7.625% Senior Notes due 2023.
  • J.F. Lehman sells National Response Corporation and Sprint Energy Services to Hennessy Capital Acquisition Corp. IIIJones Day advised long standing client J.F. Lehman & Company, a leading mid-market private equity firm focused on the defense, aerospace, and maritime sectors, in connection with (i) the sale of all its membership interests in NRC Group Holdings, LLC, formed earlier this year through the combination of JFLCO portfolio companies National Response Corporation and Sprint Energy Services, to Hennessy Capital Acquisition Corp. III, and (ii) the related refinancing of the credit facilities of such portfolio companies.
  • Koch Real Estate Investments invests in Safe Harbor MarinasJones Day advised Koch Real Estate Investments, LLC, a subsidiary of Koch Industries, Inc., on its investment in Safe Harbor Marinas, LLC.
  • MagnaChip completes $45.4 million secondary public offering of Common StockJones Day represented MagnaChip Semiconductor Corporation, a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, in connection with its $45.4 million secondary public offering of Common Stock by selling stockholders affiliated with Avenue Capital Management II, L.P.
  • Intersil acquired by Renesas Electronics for $3.2 billionJones Day advised Intersil Corporation, a provider of power management and precision analog solutions, in its $3.2 billion acquisition by Renesas Electronics Corporation, a supplier of advanced semiconductor solutions.
  • American Apparel confirms prearranged planJones Day represented American Apparel, Inc. as lead debtors' counsel in its 2015 chapter 11 cases which filed for bankruptcy in October 2015.
  • Viasystems Group acquired by TTM Technologies for $927 millionJones Day advised Viasystems Group, Inc. in its acquisition by TTM Technologies, Inc. for a combination of cash and stock valued at approximately $368 million, or $16.46 per Viasystems share, based on the TTM closing share price as of September 19, 2014.
  • American Apparel announces $10 million at-the-market offering programJones Day advised American Apparel, Inc., a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel, in connection with its $10 million at-the-market offering program.
  • Credit Suisse, Merrill Lynch, Citigroup, and Deutsche Bank, as representatives of the underwriters, complete $250 million bond offering by KB HomeJones Day represented Credit Suisse Securities (USA) LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Citigroup Global Markets Inc.; and Deutsche Bank Securities Inc., as joint book-running managers, in connection with the public offering of $250 million of 7.625% Senior Notes due 2023 by KB Home, one of America's premier homebuilders.
  • Fluor issues $500 million of 3.500% Senior Notes in public offeringJones Day represented Fluor Corporation, one of the world's largest engineering, procurement, and construction firms, in connection with its issuance of $500 million aggregate principal amount of 3.500% Senior Notes due 2024 in a public offering.
  • Synaptics acquires LCD display driver manufacturer Renesas SP Drivers for JPY48.5 billion (US$475 million)Jones Day advised Synaptics Inc., a leading developer of human interface solutions, in connection with its JPY48.5 billion (US$475 million) definitive agreement to acquire Renesas SP Drivers, Inc., a Japanese joint venture between Renesas Electronics Corporation, Sharp Corporation, and Powerchip Technology Corp., which is the market leader in small and medium-sized LCD driver ICs and provides high performance display drivers to the world's leading consumer device OEMs.
  • Viasystems subsidiary issues additional $50 million of 7 7/8% Senior Secured Notes in Rule 144A offering and amends credit facilityJones Day represented Viasystems, Inc., a wholly owned subsidiary of Viasystems Group, Inc. and leading provider of complex multi-layer printed circuit boards and electro-mechanical solutions, in connection with its $50 million aggregate principal amount of 7 7/8% Senior Secured Notes due 2019 in a Rule 144A offering as an additional issuance to its previously issued $550 million in aggregate principal amount of Senior Secured Notes due 2019 in a Rule 144A offering and related amendment to its revolving credit facility led by Wells Fargo Capital Finance, LLC, as administrative agent and lender.
  • Citigroup, Credit Suisse, Merrill Lynch, and Deutsche Bank, as representatives of underwriters, complete concurrent offerings by KB Home of $400 million of Senior Notes and $143.7 million of Common StockJones Day represented Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Deutsche Bank Securities Inc., as representatives of the underwriters, in connection with a public offering of $400 million of 4.75% Senior Notes due 2019 by KB Home, one of America's premier homebuilders, and concurrent $143.7 million public offering of 7,986,111 million shares of KB Home Common Stock.
  • Credit Suisse, Merrill Lynch, Citigroup, and Deutsche Bank, as representatives of underwriters, complete $450 million public offering of Senior Notes and concurrent tender offer for existing Senior NotesJones Day represented Credit Suisse Securities (USA) LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Citigroup Global Markets Inc.; and Deutsche Bank Securities Inc., as representatives of the underwriters, in connection with a registered offering of $450 million of 7.000% Senior Notes due 2021 by KB Home, one of America's premier homebuilders.
  • MagnaChip completes $35.7 million secondary public offering of Common StockJones Day represented MagnaChip Semiconductor Corporation, a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, in connection with its $35.7 million secondary public offering of Common Stock by selling stockholders affiliated with Avenue Capital Management II, L.P.
  • MagnaChip issues $225 million of Senior Notes in Rule 144A offeringJones Day represented MagnaChip Semiconductor Corporation, a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, in connection with its issuance of $225 million of 6.625% Senior Notes due 2021 in a Rule 144A offering.
  • Travelport senior noteholders negotiate comprehensive capital restructuring planJones Day represented an ad hoc group consisting of significant holders of Senior Unsecured Notes issued by Travelport LLC in connection with a comprehensive out-of-court restructuring for Travelport that was consummated on April 15, 2013.
  • Additional Publications

    • October 2017Are You Ready for "New GAAP" Revenue Recognition? SEC Disclosure Considerations
    • September 2017Ready for "New GAAP" Revenue Recognition? Last Call for Transition Disclosure
    • February 2015SEC Proposes Disclosure Regarding Hedging Policies
    • January 2015SEC Permits Abbreviated Tender and Exchange Offers for Non-Convertible High-Yield and Investment-Grade Debt Securities
    • February 2010Earnings Releases: Securities Law Considerations

    Speaking Engagements

    • January 24, 2013Current Developments in Director and Executive Compensation and SEC Proxy Disclosure, JD MCLE University
    • January 27, 2011Hot Ethical Issues Facing In-House Counsel
    • January 28, 2010Restructuring Transactions and Liability Management: Tackling Liquidity & Covenant Risks in Challenging Financial Markets, Jones Day MCLE University
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