Brett E. Cooper is a partner in the San Francisco office, and a member of the Capital Markets Group. He has over 20 years' experience in corporate finance, securities law, mergers and acquisitions and general corporate matters.

In the corporate finance and securities areas, his experience includes a range of public and private equity and debt financings, representing U.S., Canadian, European and Asian issuers and underwriters. His transactions have included over one hundred SEC registered and Rule 144A public offerings of securities, ranging from investment grade and high yield debt offerings, convertible note offerings, initial public offerings, follow-on equity offerings and preferred securities offerings, venture capital financings and issuer tender offers.

In the mergers and acquisitions area, Brett has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including friendly mergers, leveraged recapitalizations, tender offers, spin-offs, restructurings and purchases and sales of divisions and subsidiaries.

  • He regularly counsels clients in connection with the preparation and filing of SEC periodic reports, proxy statements and Williams Act reports. He also assists clients, including directors and stockholders, with sales of restricted securities and sales of securities by insiders; disclosure issues, including with respect to Rule 10b-5, Regulation FD and earnings guidance; corporate governance issues and shareholder proposals; compliance with the JOBs Act, Dodd-Frank Act and Sarbanes-Oxley Act; fiduciary duties; Section 16 compliance and stock exchange compliance requirements.

    Brett's clients include: BrightSource Energy; Central Garden & Pet Company; Cisco Systems; Gap, Inc.; Hawaiian Telcom; Juniper Networks; Levi Strauss & Co.; NOVA Chemicals; PG&E Corporation; Robert Half International; Telesat Canada; Transition Therapeutics; Varian Medical Systems; Varex Imaging; and Williams-Sonoma

  • Representative capital markets engagements include the following examples:

    • PG&E Corporation and Pacific Gas and Electric Company. Brett has represented Pacific Gas and Electric, the largest investor-owned utility in the United States, in more than 30 investment grade registered debt offerings with proceeds in excess of $15 billion. He has also represented PG&E Corp. in numerous equity offerings, including its ongoing equity distribution program.
    • Gap, Inc. Brett has represented Gap, a leading global specialty apparel company, in numerous registered and Rule 144A investment grade and convertible debt offerings and tender offers.
    • BrightSource Energy. Brett represented BrightSource, a leading solar thermal technology company, in its proposed initial public offering and private equity financings.
    • Caterpillar Financial. Brett has represented Caterpillar Financial, the financial services division of Caterpillar, in dozens of registered debt financings with proceeds in excess of $25 billion, including its medium term note program; global offerings of senior notes offered in the United States, Europe and Asia; asset-backed notes, securitizing a pool of retail installment sales contracts and finance leases related to Caterpillar equipment; and retail note program.
    • Central Garden & Pet. Brett has represented Central, one of the leading manufacturers of lawn and garden and pet supplies, in numerous registered and Rule 144A debt and equity offerings and tender offers, including its recent high yield debt offering.
    • NOVA Chemicals. Brett has represented NOVA Chemicals, a global producer and marketer of plastics and chemicals, in numerous registered and Rule 144A debt offerings, including high yield debt offerings, exchange offers, investment grade note offerings and trust preferred offerings.
    • Levi Strauss & Co. Brett has represented Levi’s, one of the world’s largest brand-name apparel companies, in Rule 144A high yield debt offerings and tender offers in the United States and Europe, including its recent debt tender offer, senior note offering and related exchange offer.
    • TC PipeLines LP. Brett has represented TC PipeLines, a master limited partnership, and its gas pipeline investments in numerous registered and Rule 144A equity and debt offerings.

    Representative M&A engagements include the following examples:

    • NOVA Chemicals. Brett represented NOVA Chemicals, a global producer and marketer of plastics and chemicals, in connection with its $2.1 billion acquisition of a Gulf Coast petrochemicals facility from Williams Partners.
    • Par Pharmaceutical Companies. Brett represented Par Pharmaceutical, an NYSE listed developer, manufacturer and marketer of generic drugs, in connection with its $1.9 billion acquisition by the private equity firm TPG.
    • SureWest Communications. Brett represented SureWest Communications, a Nasdaq listed provider of telecommunications, cable television, Internet and data services, in connection with its $349 million acquisition by NASDAQ listed Consolidated Communications.
    • Hawaiian Telcom Holdco. Brett represented Hawaiian Telcom, a NASDAQ listed telecommunications company serving the State of Hawaii, in its acquisition of Wavecom Solution's competitive local exchange carrier business.
    • Gap, Inc. Brett represented Gap, Inc., a leading global specialty apparel company, in its acquisitions of Athleta, Inc., an on-line retailer of women’s athletic wear, and Intermix Holdco, Inc., a multi-brand specialty retailer of luxury women's apparel.
    • Central Garden & Pet Company. Brett has represented Central, one of the leading manufacturers of lawn and garden and pet supplies, in more than 20 acquisitions of privately owned, lawn and garden and pet supplies companies.
    • NovAtel Inc. Brett represented NovAtel, a Nasdaq listed high-precision global positioning company, in its acquisition by Hexagon AB.
    • IMPAC Medical Systems. Brett represented IMPAC Medical, a Nasdaq listed healthcare information technology company, in its acquisition by Elekta AB.

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