Rebecca G. DiStefano

Practice Details

• Languages
  French
  Conversational
• Firm Information
  Position

  Shareholder

  Firm Name

  Greenberg Traurig, LLP
• Representative Cases & Transactions
  Cases

  Experience: Representative Matters: Representation of Section 3(c)(1)
  Section 3(c)(7) exempt funds in Regulation S
  Regulation D private offerings of an aggregate of $132.0 million in limited liability company interests.
  Representation of a Regulation A+, Tier 2, biotechnology
  pharmaceutical issuer in SEC qualified, self-underwritten, continuous offering of common stock.
  Representation of a Regulation A+, Tier 2, resources
  mining issuer in SEC qualified, self-underwritten, continuous offering of common stock.
  Representation of manufacturer
  distributer of lifestyle products in initial public offering
  Nasdaq listing of common stock
  follow-on registered financings.
  Representation of a Regulation A+, Tier 2, manufacturer
  distributer of lifestyle products in SEC qualified, self-underwritten, continuous offering of common stock
  warrants.
  Representation of entertainment company seed investor in common stock
  preferred stock of digital fantasy sports platform.
  Representation of a Regulation A+, Tier 2, entertainment
  sporting issuer in SEC qualified, self-underwritten, continuous offering of Class A common stock
  warrants.
  Representation of an SEC registered investment adviser, $1.0 billion assets managed, in a strategic asset sale transaction with a national wealth management firm.
  Representation of an investor group in a qualified opportunity zone business.
  Representation of underwriter of taxable variable rate notes offerings, which notes are exempt under Section 3(a)(2) of the Securities Act, issued pursuant to a Trust Indenture
  credit enhanced by an irrevocable, direct-pay Letter of Credit issued by a national banking association. The S&P rated notes have a 30-year maturity, bear interest at a weekly rate reset by a remarketing agent
  may be tendered at par at the noteholder's option.
  Represented a technology services firm providing solutions in software, systems engineering, integration & operations, cybersecurity
  service desk operations to federal government agencies in the leveraged sale of 100% of the issued
  outst
  ing shares of common stock for consideration of 12% interest bearing seller promissory notes to a newly-implemented qualified employee stock ownership plan (ESOP) benefiting approximately 900 employees of the company.
  Represented an institutional trustee in the purchase of 100% of the issued
  outst
  ing shares of common stock for consideration of $96.0 million to a newly-implemented ESOP benefiting employees of an SEC regulated adviser
  financial services firm. The transaction was financed through a combination of bank financing, cash
  seller promissory notes.
  Company counsel to 2014 ESOP transaction for Henny Penny corporation.
  Company counsel to 2014 ESOP transaction for HealthCare Appraisers, Inc.
  Represented an institutional trustee in the purchase of a majority of the issued
  outst
  ing shares of common stock for consideration of $50.0 million to a newly-implemented ESOP benefiting employees of a brick
  mortar manufacturing services firm. The transaction was financed through the following: (i) a loan from the Company to be secured by a pledge of the shares purchased with the proceeds of the ESOP loan, (ii) a payroll contribution by the Company,
  (iii) seller promissory notes to be secured by a pledge of the shares purchased with the proceeds of the seller notes.
  Represented an oil
  gas firm in the sale of Series A preferred stock
  common stock for consideration of $230 million to a newly-implemented ESOP benefiting 1,500 employees of the company.
  Represented Dawson James Securities, Inc., an investment banking firm, in a $12.3 million private placement offering of Class A
  B secured convertible promissory notes
  warrants of Elephant Talk Communications, Inc. a telecommunications
  multimedia content distributor headquartered in The Netherl
  s.
  Represented a broadcast television station group issuer in a $560 million financing consisting of a $360 million bank credit facility
  a $200 million offering of 10 3/4% senior subordinated notes under Rule 144A promulgated under the Securities Act of 1993, as amended (the 'Act'). The proceeds from the senior subordinated notes offering
  the initial funding under the new bank credit facility were used to refinance all of the company's indebtedness
  obligations under its previously existing credit facilities, the company's 11 5/8% senior subordinated notes,
  the company's 12% redeemable preferred stock.
  Represented a broadcast television station group issuer in a $310 million senior subordinated discount notes offering under Rule 144A promulgated under the Act,
  consent solicitation of 12 1/2% preferred stock. The proceeds of the offering were used to refinance the company's 12 1/2% exchange debentures due 2006 which were issued in exchange for the outst
  ing shares of the company's 12 1/2% exchangeable preferred stock on the closing date of the offering.
  Represented an advanced technology company issuer in several underwritten secondary offerings of common stock, each registered under the Act. The representation included the negotiation of securities purchase agreements
  preparation
  filing of registration statements on Form S-1 for the offering of shares of common stock.
  Represented a broadcast television station group issuer in a complex Series B preferred stock investment restructuring involving the issuance of $188.6 million of preferred stock to national broadcasting affiliate investor.
  Represented a broadcast television station group issuer in a complex $1.13 billion debt refinancing
  securities offering. In this transaction, the publicly-held company refinanced all of its outst
  ing debt through a Rule 144A offering of $400 million of floating rate first priority senior secured notes
  $405 million of floating rate second priority senior secured notes,
  a $325 million first priority term loan agreement. The proceeds were used to purchase all of the company's existing secured
  senior subordinated notes pursuant to a tender offer
  consent solicitation that the company made for these notes.
  Served as securities
  regulatory counsel to NASDAQ listed advanced technology company in equity carve-out initial public offering of wholly-owned subsidiary. The representation included the ongoing preparation
  filing of a registration statement on Form S-1 for the offering of shares of common stock, the structuring of a directed share program for qualified shareholders of the parent company,
  the preparation of transition services documentation between the parent company
  its subsidiary.
  The above representations were h
  led by Ms. DiStefano prior to her joining Greenberg Traurig, P.A.
• Additional Links
  http://www.gtlaw.com/People/Rebecca-G-DiStefano