Marc A. Leaf

Skillful Advice to Public Companies

Marc advises boards, special committees and senior management on federal securities laws, compliance, disclosure issues and risk management, as well as on corporate governance, fiduciary duty and other matters of Delaware corporate law. He assists with Securities and Exchange Commission (SEC) comment letters, no-action requests, response to stockholder proposals, stock exchange listing requirements, resolution of audit issues, financial restatements and internal investigations.

Representative Experience

• Special Committee of StoneMor Inc., a NYSE-listed owner and operator of cemeteries and funeral homes, in connection with a going-private proposal from the company’s majority stockholder.
• Special Litigation Committee of a NASDAQ-listed bank holding company, in connection with a putative derivative claim relating to securities law and corporate governance claims.
• Numerous public companies in connection with various securities law and corporate governance issues, including SEC investigations, no-action requests, activist stockholders, takeover defenses, financial restatements, contingent liability disclosure, non-GAAP disclosure issues, and crisis communications.

Mergers, Acquisitions and Other Strategic Transactions

Marc assists clients in the technology, media and telecommunications, retail, apparel, finance and other industries with mergers and acquisitions and other strategic transactions. He has extensive experience in transactions involving strategic acquirers and middle-market targets, including public-company acquisitions.

Representative Experience

• Major cable provider and entertainment company in numerous acquisitions, including advanced advertising and technology innovators and an over-the-top streaming video provider
• NYSE-listed casino operator in stock-for-stock merger with private company, followed by the initial listing of the surviving company on the NYSE
• NYSE-listed motorsports company in cash tender offer
• Global apparel manufacturer in purchase of iconic menswear brand
• Media services company in sale of content distribution unit to digital media services provider
• Media services company in sale of creative and media services divisions to entertainment services provider
• Public holding company in acquisition of home security monitoring services company
• Major public media company in acquisition of 40% preferred equity stake in satellite radio company
• Investor group in sale of satellite broadband provider
• Entertainment and event technology company in a $630 million leveraged acquisition by private equity, founder, and management
• Major public media company in acquisition of television stations through $230 million tax-free split-off
• Numerous other acquisitions of technology, media and telecommunications assets with an aggregate value in excess of $2 billion
• Multiple “going private” and “going dark” transactions

Corporate Finance and Securities Law Transactions

Marc advises clients on corporate finance and securities law transactions throughout the capital-raising life cycle, including venture capital investments, Regulation D offerings, Rule 144A transactions, IPOs and shelf-registrations, as well as spin-offs, split-offs and tracking stocks. He has advised global underwriting syndicates in dollar- and euro-denominated registered debt offerings and U.S. and foreign private issuers in registered offerings of equity and debt securities.

Representative Experience

Marc has advised clients on numerous corporate finance and securities law transactions. Representative matters include:

• Global underwriting syndicates in numerous dollar and euro-denominated registered debt offerings
• Numerous U.S. and foreign private issuers in registered public offerings of equity and debt securities
• Wireless provider in CDN $350 million financing with Chinese manufacturer and China Ex-Im Bank
• Spin-off of satellite television distributor and subsequent roll-up transactions
• Spin-off of media services company
• Lenders and investors in $410 million in first-lien and second-lien secured credit facilities, as well as multiple rounds of equity investment, for privately-held satellite Internet provider
• Numerous private placements and registered exchange offers of high-yield debt, including convertible and exchangeable securities
• Debt tender offers
• Swaps and other derivative transactions
• Numerous venture capital investments, representing both issuers and investors in all stages of development and financing, as well as bridge loans and fund formation

Personal Interests

Marc and his wife, Debra Oaks, have five children and two dogs, and they all enjoy rambling through the woodlands of the Hudson Valley and Berkshire hills.