February 23, 2023
In a time of highly volatile markets and rising interest rates, convertible notes can be an effective financing or refinancing tool. Gibson Dunn attorneys Stewart McDowell, Eric Scarazzo, Melissa Barshop and Jennifer Sabin provide a 60-minute briefing on some key considerations for issuers considering convertible notes as a financing option.
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Stewart L. McDowell is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm’s Corporate Department and Co-Chair of the Capital Markets Practice Group. Her practice involves the representation of business organizations as to capital markets transactions, mergers and acquisitions, SEC reporting, corporate governance and general corporate matters. She has significant experience representing both underwriters and issuers in a broad range of both debt and equity securities offerings. She also represents both buyers and sellers in connection with U.S. and cross-border mergers, acquisitions and strategic investments.
Eric M. Scarazzo is a partner in the New York office of Gibson, Dunn & Crutcher, and a member of the firm’s Capital Markets, Securities and Regulation and Corporate Governance, Power and Renewables, Global Finance, and Mergers & Acquisitions Practice Groups. As a key member of the capital markets practice, Mr. Scarazzo is involved in some of the firm’s most complicated and high-profile securities transactions. Additionally, he has been a certified public accountant for over 20 years, and provides critical guidance to clients navigating the intersection of legal and accounting matters, principally as they relate to capital markets financings and M&A disclosure obligations. Mr. Scarazzo’s practice covers both the conduct of securities offerings and service as clients’ outside corporate counsel. He advises in a wide range of areas, such as capital raising transactions, reporting obligations under the Exchange Act (including significant advisory work with respect to acquisition reporting), prospective and remedial stock exchange compliance, and beneficial ownership reporting matters (particularly complex Section 13 and 16 disclosure matters).
Melissa Barshop is Of Counsel in the Century City office of Gibson, Dunn & Crutcher. She is a member of the firm’s Corporate Department and its Global Finance and Business Restructuring and Reorganization Practice Groups. Ms. Barshop’s practice includes acquisition financings, secured and unsecured corporate credit facilities, Rule 144A transactions, private placements, convertible debt offerings, exchange offers, mezzanine transactions and work-outs and debt restructurings.
Jennifer Sabin is of counsel in the New York office of Gibson, Dunn & Crutcher. Ms. Sabin represents clients in a broad range of domestic and international tax matters, including taxable and tax-free mergers and acquisitions (public and private), spin-offs, joint ventures, financings, and restructurings. Her practice also includes formation of, and transactions undertaken by, private equity, hedge funds, and asset managers. In addition, Ms. Sabin advises on various aspects of information reporting, including matters relating to the Foreign Account Tax Compliance Act. Ms. Sabin received her Juris Doctor, cum laude, in 2011 from The University of Pennsylvania Law School. She received her Bachelor of Arts, magna cum laude, in History from Yale University in 2006. Ms. Sabin is admitted to practice in the State of New York.
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