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Howard Adler

 
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Howard AdlerHoward Adler
Partner
T: +1 202.955.8589
F: +1 202.530.9526
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
USA

Howard B. Adler has been a partner at Gibson, Dunn & Crutcher since 1987. He was co-chair of the Firm’s Corporate Transactions practice for many years, and is currently co-chair of the Real Estate Investment Trust (REIT) practice.  Mr. Adler represents major corporations, investment banks, merchant banks and financial institutions in securities offerings, mergers and acquisitions, joint ventures, venture capital investments, and other matters.  Mr. Adler also has experience in the general representation of business organizations, and has advised corporations and their boards of directors and audit committees on a range of corporate governance issues.  Mr. Adler has been ranked as one of the top five corporate/M&A and private equity attorneys (Tier 1) in the District of Columbia by Chambers USA:  America's Leading Business Lawyers, every year for the past ten years (2005 – 2014).  From 2007 - 2014, he has also been ranked as a top REIT lawyer nationally by Chambers.  He is listed in the 2007 edition of The Best Lawyers in America® under the category of securities law, in the 2008 - 2015 editions under the categories of securities laws and mergers and acquisitions, and in 2007 was named to the LawDragon 3000 list of top lawyers.  He was named to the 2006 International Financial Law Review 1000 as a Leading Lawyer in US Mergers & Acquisitions.  In August 2009, Mr. Adler was named as a finalist for the top Corporate M&A lawyer in Washington by The Washington Business Journal.  He was a finalist in the Corporate Finance category in The Washington Business Journal's Top Lawyer competition in 2004 and 2007.

Mr. Adler has led teams of Gibson, Dunn lawyers in some of the most significant transactions in the Washington, D.C. and Mid-Atlantic areas in recent years.  Mr. Adler's transactional work has focused on several industries, including financial institutions, REITs, health care, retail, and technology. 

Mr. Adler also represents the Audit Committees of a number of major public companies including The Kroger Co.

From 1984 through 1987, prior to joining Gibson, Dunn & Crutcher, Mr. Adler was General Counsel of Riggs National Corporation and The Riggs National Bank of Washington, D.C., where he attained the rank of Executive Vice President.  He served as Managing Counsel - Finance for Mellon Bank, N.A., from 1982 to 1984 and was also an associate with two major law firms from 1975 to 1982. 

Mr. Adler received his law degree from the New York University School of Law, where he was Note and Comment Editor of the Law Review, and his Bachelor of Arts in Humanities, with general honors, from The Johns Hopkins University in 1972.  He has written several articles for The Legal Times of Washington, D.C. and has co-authored a book on the Federal Deposit Insurance Corporation Improvement Act of 1991, published by Sheshunoff Information Services, Inc. 

Mr. Adler is a member of the New York and District of Columbia bars, and the Federal Bar Association.  He is admitted to practice before the courts of New York; the District of Columbia; U.S. District Court (Eastern and Southern Districts), New York; U.S. District Court, District of Columbia; and the U.S. Court of Appeals, Washington, D.C. Circuit.  Mr. Adler has served as Treasurer of the District of Columbia Bar, as Chair of the District of Columbia Bar Task Force of Lawyers for the Economic Redevelopment of the District of Columbia and as Chair and Vice Chair of the District of Columbia Bar's Corporation, Finance and Securities Law Section.  He was a member of the Steering Committee of this Section from 1991 through 1996.  Mr. Adler was a member of the Board of Governing Trustees of American Ballet Theatre (ABT) from 2008-2010, during which he was a member of the ABT Board's Finance Committee.  He also served as a member of the Advisory Board of the Archdiocesan Legal Network of Washington, D.C. from 1995 to 2002.

Initial Public Offerings

  • ExactTarget, Inc. ($161 million) (2012) (represented issuer)
  • KMG America Corp. ($90 million) (2004) (represented underwriter)
  • Saxon Capital, Inc. ($300 million) (2004) (represented underwriter)
  • Franklin Bancorp, Inc. ($150 million) (2003) (represented underwriter)
  • Signature Bank (2004) (represented underwriter)
  • The Corporate Executive Board ($200 million) (1999) (represented issuer)
  • American Home Mortgage, Inc. ($160 million) (1999) (represented underwriter)
  • Friedman, Billings, Ramsey & Co., Inc. ($220 million) (1997) (represented underwriter)
  • American Capital Strategies Ltd. ($200 million) (1997) (represented underwriter)

144A Transactions

  • $1.7 billion exchange offer for Computer Sciences Corporation (2009) (represented issuer)
  • $150 million equity offering for Muni Funding Company of America (2007) (represented initial purchaser)
  • Two $200 million equity offerings for Taberna Realty Finance Trust (2005) (represented initial purchaser)
  • $150 million high yield debt offering for Saxon Capital, Inc. (2006) (represented issuer)
  • $75 million equity offering for Asset Capital Corporation (2005) (represented initial purchaser)
  • $100 million recapitalization of Matrix Bancorp. (2005) (represented initial purchaser)
  • $400 million equity offering for People's Choice Financial (2004) (represented initial purchaser)
  • $350 million equity offering for Saxon Capital, Inc. (2001) (represented initial purchaser)
  • $550 million equity offering for Quanta Capital Holdings Ltd. (2003) (represented initial purchaser)

Follow-on Offerings (represented underwriters)

  • $194 million follow-on public offering of common stock for ExactTarget, Inc. (2012)
  • $160 million equity offering for Signature Bank (2008)
  • $390 million equity offering for RAIT Financial Trust (2006)
  • Various common stock and preferred stock offerings for American Home Mortgage Investment Corp. (two deals $320 and $160 million) (2004)
  • $500 million equity offering for AmeriCredit Corp. (2002)
  • $20 million equity offering for SensyTech, Inc. (2002)

 

Selected Mergers and Acquisitions Experience

  • ExactTarget, Inc. in its $2.7 billion sale to salesforce.com (2013)
  • Arlington Capital Partners in the $212 million sale of Cambridge Major Laboratories, Inc. (2012)
  • Emerging Markets Management, L.L.C. in its $240 million sale to Ashmore Group PLC (2011)
  • Integral Systems, Inc. in its $270 million sale to Kratos Defense & Security Solutions, Inc. (2011)
  • Capital One Financial Corp. in the $700 million acquisition of NetSpend (transaction was announced but did not close) (2007)
  • Friedman, Billings, Ramsey & Co., Inc. as financial advisor to The Gores Group LLC in the acquisition of CompuDyne Corporation (2007)
  • Ameriquest Capital Corporation in the sale of an option to purchase substantially all of its business to Citigroup (2007)
  • Saxon Capital, Inc., a subprime mortgage lender, in its acquisition by Morgan Stanley ($850 million) (2006)
  • Ameriquest Capital Corporation in the sale of its subsidiary, Long Beach Acceptance Corp., an automobile finance company, to AmeriCredit Corporation ($270 million) (2006)
  • Arlington Capital Partners in the acquisition of Cambridge Medical Laboratories (2006)
  • Arlington Capital Partners in the acquisition of Secor, Inc., an environmental engineering firm (2004)
  • The sale of NLX LLC to Rockwell Collins, Inc. (2003)
  • Arguss Communications, Inc., in its sale to Dycom Industries, Inc., after staving off a proxy challenge for Arguss (2002)
  • Capital One Financial Corp. in the acquisition of PeopleFirst.com (2001)
  • Capital One Financial Corp. in the acquisition of AmeriFee Corporation (2001)
  • Capital One Financial Corp. in various venture capital investments
  • The Cassidy Companies, Inc. in its sale to The Interpublic Group of Companies, Inc. (1999)
  • The Carlyle Group in the acquisition of Panolam Industries Holdings, Inc. (1999)
  • The Carlyle Group in the acquisition of Insight Health Services Corp. (1997)
  • Hunter Fan Company in a manufacturing joint venture in Thailand (1997)
  • York International Corporation in a joint venture to develop scroll technologies with Carrier Corporation) (1995)
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