Kara L. MacCullough is a Partner in Holland & Knight's Business Section and is resident in the firm's Miami office. Ms. MacCullough advises public and private companies on corporate and securities law issues surrounding corporate finance transactions and mergers and acquisitions, including private and public securities offerings (IPOs, follow-on and secondary offerings, convertible notes offerings, PIPEs, high-yield debt and Regulation S/offshore offerings), exchange/tender offers, asset and stock purchases and other commercial transactions in the US and abroad. She has served as issuer's counsel in connection with over $4 billion in equity and debt offerings and debt tender offers by public companies in the past three years and has extensive experience with international business transactions including cross-border tender offers.
Ms. MacCullough also counsels public companies on disclosure and corporate governance issues, executive compensation disclosure, director responsibilities and fiduciary duties, investor relations, stock exchange compliance and listing matters and other regulatory and corporate matters.
Ms. MacCullough's merger and acquisitions experience involves the full range of M&A transactions, including public company mergers, private company acquisitions and dispositions, strategic investments, going private transactions, special committee representation and tender offers. Ms. MacCullough specializes in representing public companies in connection with their acquisition of public and private companies. She represented IVAX Corporation in connection with numerous acquisitions and recently represented SBA Communications Corporation in connection with its $1.0 billion stock purchase of AAT Communications in connection with which she was selected as a finalist for the 2007 Top Dealmakers in the Mergers & Acquisitions category by The Daily Business Review.
Ms. MacCullough's clients have included companies in the telecommunications, restaurant, life sciences, financial services, media and entertainment, retail, utilities and information technology industries.
Notable Client Work
- Represented SBA Communications Corporation (NASDAQ: SBAC), a wireless communications infrastructure provider, in connection with its $1.0 billion acquisition of AAT Communications Corporation, owned by Cequel 3, a private equity fund focused on cable and telecommunications companies and its concurrent cash tender offer for all outstanding senior notes and a $1.1 billion bridge loan facility.
- Issuer's Counsel for SBA Communications Corporation (NASDAQ: SBAC) in connection with its $350 million convertible debt offering with a derivative call overlay in a 144A offering.
- Issuer's Counsel for Burger King Holdings, Inc. (NYSE: BKC) in connection with $1.0 billion in equity offerings by its sponsors.
- Issuer's Counsel for Ryder System, Inc. (NYSE: R) in connection with its $250 million offering of medium term notes and its filing of a universal automatic shelf registration statement.
- Counsel for IVAX Corporation (AMEX: IVX), a multi-national pharmaceutical company, in the $394 million cross-border tender offer for Laboratorio Chile (NYSE: LBC).
- Represented IVAX Corporation in connection with its acquisition of numerous private companies in the United States and in Latin America.
- Represented Aphton Corporation (NASDAQ: APHT.SM), a biopharmaceutical company, in the acquisition of Igeneon AG in an $81 million stock-for-stock transaction.
- Issuer's Counsel in more than $4 billion of high yield debt offerings by NYSE, AMEX and Nasdaq listed companies pursuant to publicly registered offerings, Rule 144A offerings and Regulation S offerings.
- Represented various public companies with the preparation and filing of universal shelf registration statements and automatic shelf registration statements.
Ms. MacCullough is consistently recognized by her peers and outside observers as one of the top corporate lawyers in Florida. She is ranked as a leading Florida Corporate/M&A Lawyer in Chambers USA: America's Leading Lawyers for Business. She has also been featured in The Daily Business Review on multiple occasions as a Dealmaker for her work in the area of public company acquisitions and securities offerings.
Ms. MacCullough was a panelist for Raymond James' "Executive Roundtable: Going Private Transactions and Other Strategic Alternatives for Small Cap Companies". Ms. MacCullough recently co-chaired and served as a panelist at Holland & Knight's Seminar entitled "Tackling Your 2008 Executive Compensation Disclosure - Lessons Learned and Best Practices" and serves as co-editor of "Securities & Financial News to Note," the firm's bi-weekly bulletin of news and events that impact public companies.
Prior to attending law school, Ms. MacCullough was a banker at Citigroup as a member of the Latin American Global Finance division.
She was a member of the University of Miami Law Review and Order of the Coif. She has worked in various Latin American Countries.