Sami Ghubril

Sami is an associate who focuses primarily on capital markets transactions, corporate governance and securities law compliance. He represents issuers in connection with initial public offerings, follow-on offerings, debt and equity exchange offers and tender offers and note offerings.

• Incarichi

  Initial Public Offerings and other Equity Offerings

  • HCW Biologics Inc. in its $15.5 million at-the-market equity offering of common stock.
  • Fisker Inc. in its $350 million at-the-market equity offering of Class A common stock.
  • Keyarch Acquisition Corporation, a special purpose acquisition company sponsored by an affiliate of Keywise Capital, in its $100 million initial public offering and full exercise of over-allotment option.
  • Genesis Growth Tech Acquisition Corp., a special purpose acquisition company sponsored by an affiliate of Genesis Advisors, in its upsized $220 million initial public offering and full exercise of over-allotment option.
  • Clover Health Investments, Corp. in its upsized $300 million public offering of class A common stock.
  • MSD Acquisition Corp., a special purpose acquisition company sponsored by an affiliate of MSD Partners, in its $575 million initial public offering.*
  • Lead Edge Growth Opportunities Ltd, a special purpose acquisition company sponsored by an affiliate of Lead Edge Capital, in its $300 million initial public offering and the offering of an additional $45 million in connection with the underwriter's full exercise of its over-allotment option.*
  • Vector Acquisition Corporation II, a special purpose acquisition company sponsored by an affiliate of Vector Capital, in its upsized $450 million initial public offering.*
  • HealthCor Catalio Acquisition Corp., a special purpose acquisition company, in its upsized $180 million initial public offering and the offering of an additional $27 million in connection with the underwriter's full exercise of its over-allotment option.*
  • Bluescape Opportunities Acquisition Corp., a special purpose acquisition company, in connection with its $575 million initial public offering.*
  • Vector Acquisition Corporation, a special purpose acquisition company, in connection with its $300 million initial public offering and the offering of an additional $20 million in connection with the underwriter's partial exercise of its over-allotment option.*
  • Talos Energy Inc. in its follow-on offering of 8,250,000 shares of its common stock for gross proceeds of $73 million.*

  High Yield and Convertible Debt Offerings

  • Fisker Inc. in its upsized $625 million offering of 2.50% Green Convertible Notes due 2026.
  • Salem Media Group in its refinancing of $112.8 Million of Senior Secured Notes Due 2024 With 7.125% Senior Secured Notes Due 2028.
  • Talos Production Inc., a wholly owned subsidiary of Talos Energy Inc., in connection with its upsized offering of $500 million of its new 12.00% Second-Priority Senior Secured Notes due 2026 and its upsized add-on offering of $150 million of additional 12.00% Second-Priority Senior Secured Notes due 2026.*
  • NorthRiver Midstream Finance LP in its $525 million initial Rule 144A/Regulation S offering of 5.625% senior secured notes due 2026.*

  Tender and Exchange Offers

  • Atlas Technical Consultants, Inc. in its Consent Solicitation and Offer to Exchange all existing warrants for shares of Class A Common Stock.*
  • Certain affiliates of The Energy & Minerals Group, First Reserve Management, L.P. and Riverstone Holdings LLC in their modified "Dutch Auction" tender offer for a portion of Ascent Resources Ascent Utica Holdings, LLC's and ARU Finance Corporation's outstanding 9.00% Senior Notes due 2027.*
  • Ascent Resources Utica Holdings, LLC in its exchange of approximately $856.7 million of existing senior unsecured notes for approximately $537.8 million of new second lien term loans and $339.7 million of new senior unsecured notes.*
  • Centennial Resource Development, Inc. (NASDAQ: CDEV) in its uptier exchange of approximately $254 million of existing senior unsecured notes for approximately $127 million of second lien senior secured notes.*

  Public Mergers and Acquisitions

  • Lygos Inc. in its $90 million definitive merger agreement with Flexible Solutions International, Inc. 
  • COVA Acquisition Corp. in its $3.8 billion initial business combination with ECARX, an automotive technology company.
  • Twist Bioscience Corporation in its $129 million acquisition of Abveris.
  • Volta Inc. in its $2 billion initial business combination with Tortoise Acquisition Corp. II.
  • Twist Bioscience Corporation in its $40 million acquisition of iGenomx.
  • Vector Acquisition Corporation in its $4.1 billion definitive merger agreement with Rocket Lab USA, Inc.*
  • HighPoint Resources Corp. in its $376 million combination with Bonanza Creek Energy, Inc.*
  • The Special Committee of the Board of Directors of TerraForm Power, Inc. in its $1.58 billion sale to Brookfield Renewable Partners.*
  • Bristow Group Inc. in its all-stock business combination with Era Group Inc.*
  • Brookfield Business Partners L.P., and certain of its affiliates and institutional partners in its $170 million acquisition by merger of the outstanding publicly held common units of Teekay Offshore Partners L.P.*

  * Matter handled prior to joining Orrick.