Marc A. Leaf

Skillful Advice to Public Companies

Marc advises boards, special committees and senior management on federal securities laws, compliance, disclosure issues and risk management, as well as on corporate governance, fiduciary duty and other matters of Delaware corporate law. He assists with Securities and Exchange Commission (SEC) comment letters, no-action requests, response to stockholder proposals, stock exchange listing requirements, resolution of audit issues, financial restatements and internal investigations.

Corporate Finance and Securities Law Transactions

Marc advises clients on corporate finance and securities law transactions throughout the capital-raising life cycle, including venture capital investments, Regulation D offerings, Rule 144A transactions, IPOs and shelf-registrations, as well as spin-offs, split-offs and tracking stocks. He has advised global underwriting syndicates in dollar- and euro-denominated registered debt offerings and U.S. and foreign private issuers in registered offerings of equity and debt securities.

Representative Experience

Marc has advised clients on numerous corporate finance and securities law transactions. Representative matters include:

• Global underwriting syndicates in numerous dollar and euro-denominated registered debt offerings
• Numerous U.S. and foreign private issuers in registered public offerings of equity and debt securities
• Wireless provider in CDN $350 million financing with Chinese manufacturer and China Ex-Im Bank
• Spin-off of satellite television distributor and subsequent roll-up transactions
• Spin-off of media services company
• Lenders and investors in $410 million in first-lien and second-lien secured credit facilities, as well as multiple rounds of equity investment, for privately-held satellite Internet provider
• Numerous private placements and registered exchange offers of high-yield debt, including convertible and exchangeable securities
• Debt tender offers
• Swaps and other derivative transactions
• Numerous venture capital investments, representing both issuers and investors in all stages of development and financing, as well as bridge loans and fund formation

Mergers, Acquisitions and Other Strategic Transactions

Marc assists clients in the technology, media and telecommunications, retail, apparel, finance and other industries with mergers, acquisitions and other strategic transactions. He has extensive experience in transactions involving strategic acquirers and middle-market targets, including public-company acquisitions.

Representative Experience

• Major cable provider and entertainment company in numerous acquisitions, including advanced advertising and technology innovators and an over-the-top streaming video provider
• Media services company in sale of content distribution unit to digital media services provider
• Media services company in sale of creative and media services divisions to entertainment services provider
• Public holding company in acquisition of home security monitoring services company
• Major public media company in acquisition of 40% preferred equity stake in satellite radio company
• Investor group in sale of satellite broadband provider
• Entertainment and event technology company in a $630 million leveraged acquisition by private equity, founder, and management
• Major public media company in acquisition of television stations through $230 million tax-free split-off
• Numerous other acquisitions of technology, media and telecommunications assets with an aggregate value in excess of $2 billion
• Multiple “going private” and “going dark” transactions

Technology Transactions

Marc has significant experience representing clients in technology development, distribution, and outsourcing transactions, including:

• Technology development corporation (Shenzhen, China) in outsourcing arrangement for applications development and maintenance services for global financial institution
• Outsourcing arrangement for applications development, maintenance and IT infrastructure support for major power company
• Outsourcing arrangement for applications development and maintenance for major energy services company
• Certification agreements and other licensing arrangements for interactive program guide leader
• Formation of joint venture to exploit technology for synchronous use of television and Internet content
• Middleware provider in negotiation of proposed joint venture with a cable MSO to develop and distribute interactive TV technology
• Internet service provider in agreement to jointly develop and deploy a multi-function set- top box with a major multichannel video programming distributor (MVPD)
• Formation of joint venture to provide audience measurement and research for interactive television

Personal Interests

Marc and his wife, Debra Oaks, have five children and two dogs, and they all enjoy rambling through the woodlands of the Hudson Valley and Berkshire hills.