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Robert C. McCauley Williams

Associate

McCauley is an associate in the Firm's Memphis office.

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Professional Biography

Overview

McCauley represents public and private companies, as well as private equity and other investor groups, in a broad range of mergers and acquisitions, corporate restructurings, investments, joint ventures and other business combinations. He represents public companies with general corporate governance and securities compliance matters, including annual, quarterly and current reporting, proxy statement preparation and proxy solicitations, Section 16 reporting, and NYSE and NASDAQ listing qualifications compliance. McCauley regularly counsels clients involved in a wide range of industries including manufacturing, retail, energy, financial services, healthcare, hospitality, food and beverage, sports and entertainment and commercial real estate.

McCauley previously practiced in the Firm's Financial Institutions Advocacy Group, focusing on commercial litigation. After his first year of law school, McCauley interned with the legal department of a global sports, entertainment, marketing and management company in Los Angeles, California. While in Los Angeles, he worked on contracts between professional athletes, endorsement companies and professional teams. The following summer, McCauley clerked with Baker Donelson in Memphis and the legal department of a hedge fund in Greenwich, Connecticut. While in Greenwich, McCauley studied the hedge fund's master-feeder corporate structure. He also worked with in-house legal counsel on ISDA master agreements for over-the-counter derivative transactions between the hedge fund's on- and offshore entities and financial institutions in the U.S., Canada, the Caribbean, Europe and Asia.

Representative Matters
  • Securities Offerings

  • Issuance of $300 million of high yield senior notes pursuant to Rule 144A/Regulation S by a NASDAQ-listed diversified industrial manufacturer, the proceeds of which were used to fund a transformative acquisition.

  • Shelf registration of $300 million of securities by a NASDAQ-listed diversified industrial manufacturer.

  • Represented shareholders of a private oil and gas company in sale of $27 million of securities to private equity fund.

  • Represented public medical device manufacturer in connection with a $4 million private note offering.

  • Represented public medical device manufacturer in connection with a $10 million private placement of common stock and warrants.

  • Represented public biopharmaceutical company in $25 million private note offering.

  • Represented private oil and gas company in complex $25 million private offering.

  • Represented international event company in connection with $7.5 million secured credit facility.

  • Regularly counsel subsidiary of NYSE-listed health care and ambulatory surgery center (ASC) company in private placement securities offerings in virtually every state.

  • Represented music and media company in preferred stock private equity raise.

  • Represented clients in more than 75 Regulation D, Rule 506 and 504 private placements.

  • Drafted more than 75 private placement memorandums and subscription packages/agreements.

  • Regularly file Forms D and corresponding state notice filings.

  • Regularly assist clients in navigating both state and federal securities regulations and exemptions.

  • Corporate Governance and Securities Regulation

  • Regularly counsel public companies on Exchange Act reporting and corporate governance matters, including stock exchange listing qualifications compliance.

  • Regularly draft for public company clients complex and nuanced public disclosures.

  • Regularly counsel public companies on current trends and best practices for proxy statement preparation.

  • Advised NYSE-listed biopharmaceutical company during internal crisis arising out of accounting and Chief Executive Officer fraud.

  • Advised a NASDAQ-listed diversified industrial manufacturer on securities compliance matters in connection with two transformative acquisitions.

  • Assisted in preparation of an information statement in connection with the more than $100 million recapitalization of a large private laboratory testing services.

  • Regularly prepare resolutions, written consents and board meeting materials for public and private companies.

  • Mergers and Acquisitions

  • Represented NYSE-listed self-storage REIT in connection with $1.4 billion cash-out merger.

  • Represented bank client in acquisition of $637 million loan portfolio.

  • Represented Chilean fuel and convenience store company in $535 million acquisition of one of NYSE-listed company's subsidiary companies, helping also lead client in changing some 20,000 federal, state and county regulatory permits and licenses.

  • Represented auto insurance company in its acquisition by NASDAQ-listed auto insurance company valued at approximately $165 million.

  • Assisted NYSE-listed residential REIT with $750 million credit facility, $400 million bond offering and $350 million ATM offering, as well as on-going Exchange Act reporting and corporate governance matters.

  • Multiple add-on acquisitions by a private prepared foods service company, followed by the divestiture of the company through an auction process.

  • Represented investment bank client in $25 million acquisition.

  • Represented bank client in acquisition of factory line of business.

  • Represented medical group on acquisition of another medical group.

  • Represented large apparel company in acquisition of another apparel company.

  • Company Formations and Start-Ups

  • Regularly form corporations and limited liability companies in Delaware and other U.S. jurisdictions.

  • Regularly draft charters, bylaws and operating agreements for companies of all shapes and sizes.

  • Represented private equity and venture capital clients investing in more than 40 start-up companies in the technology, logistics, medical device and agricultural sectors.

  • Sports Law

  • Represented sports equipment and apparel company in contractual negotiations with NHL hockey player equipment and endorsement contracts.

  • Represented sports equipment and apparel company in equipment distribution negotiations in Russia, the Republic of Belarus, Kazakhstan and China.

  • Represented large youth basketball camp company in contractual negotiations with NBA basketball team and its parent company in management agreement, incorporating an exclusive license to use of the team's name and likeness.

  • Assisted in negotiations between a public state university and its Division I head basketball coach during a multi-million dollar contractual dispute.

  • Food, Beverage and Hospitality

  • Represented large convenience store chain in change of control transaction that required obtaining 348 beer, tobacco and lottery permits throughout Alabama, Arkansas, Georgia, Kentucky, Mississippi, Tennessee and Virginia.

  • Represented vodka distillery in compliance and regulatory matters, as well as in acquisition by outside private investor group.

  • Represented rum distillery in distribution negotiations throughout Louisiana.

  • Represented several hotels and restaurants in obtaining liquor, wine and beer licenses in Tennessee.

  • Represented numerous businesses and non-profit organizations in obtaining more than 50 different beer and liquor permits in Shelby County, Tennessee.

  • Represented American Taiwanese fusion restaurant/start-up in Brooklyn, New York, during company formation, negotiations and funding.

  • Represent cattle and hog farm/processing company.

Professional Honors & Activities
  • Member – Tennessee and Memphis Bar Associations
  • Board of Directors – Memphis Heritage, Inc.
  • Recognized as an "Attorney for Justice" by the Tennessee Supreme Court (2016)
Speaking Engagements
  • "Top Five Dangers in Wage and Hour Law," Dyersburg, Tennessee Chamber of Commerce (April 2011)

Awards

Education

  • University of Mississippi School of Law, J.D., 2014, with honors
    • Business Law Certificate
    • Business Editor – Mississippi Sports Law Review
    • President – Mississippi Sports Law Society
    • Class Senator, 2011 – 2012
    • Outstanding Student Award – Torts
    • Member – Phi Beta Phi Legal Fraternity
  • University of Virginia, B.A. English and B.A. History, 2011
    • Member – Sigma Tau Delta English Honor Society

Admissions

  • Tennessee, 2014
  • U.S. District Court for the Western District of Tennessee, 2015

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