Rebecca G. DiStefano

Rebecca G. DiStefano

Shareholder

Rebecca G. DiStefano concentrates her practice in the areas of securities regulation, corporate finance, and mergers and acquisitions law and serves on the firm's Blockchain Task Force. Rebecca counsels public and private companies in areas including private placements, registrations, and crowdfunding under the JOBS Act of 2012 and the Securities Act of 1933, continuing disclosure requirements of the Securities Exchange Act of 1934, initial and continued listing of securities on the stock exchanges and electronic quotation systems and the creation and organization of non-U.S. regulated investment vehicles including private equity funds and hybrid funds. Rebecca regularly represents clients before government agencies and SROs including the Securities and Exchange Commission and FINRA.

Concentrations

  • Federal and state securities law
  • Private capital markets & crowdfunding
  • Issuer and Underwriter representation
  • Corporate restructurings and recapitalizations
  • Specialty finance (Variable Rate Notes) & credit facilities
  • Transactions involving ESOPS
  • ESOP company finance and governance

Capabilities

Experience

  • Representation of underwriter of exempt variable rate notes.
  • Represented a technology services firm providing solutions in software, systems engineering, integration & operations, cybersecurity and service desk operations to federal government agencies in the leveraged sale of 100% of the issued and outstanding shares of common stock for consideration of 12% interest bearing seller promissory notes to a newly-implemented qualified employee stock ownership plan (ESOP) benefiting approximately 900 employees of the company.
  • Represented an institutional trustee in the purchase of 100% of the issued and outstanding shares of common stock for consideration of $96.0 million to a newly-implemented ESOP benefiting employees of an SEC regulated adviser and financial services firm. The transaction was financed through a combination of bank financing, cash and seller promissory notes.
  • Company counsel to 2014 ESOP transaction for Henny Penny corporation.
  • Company counsel to 2014 ESOP transaction for HealthCare Appraisers, Inc.
  • Represented an institutional trustee in the purchase of a majority of the issued and outstanding shares of common stock for consideration of $50.0 million to a newly-implemented ESOP benefiting employees of a brick and mortar manufacturing services firm. The transaction was financed through the following: (i) a loan from the Company to be secured by a pledge of the shares purchased with the proceeds of the ESOP loan, (ii) a payroll contribution by the Company, and (iii) seller promissory notes to be secured by a pledge of the shares purchased with the proceeds of the seller notes.
  • Represented an oil and gas firm in the sale of Series A preferred stock and common stock for consideration of $230 million to a newly-implemented ESOP benefiting 1,500 employees of the company.
  • Represented Dawson James Securities, Inc., an investment banking firm, in a $12.3 million private placement offering of Class A and B secured convertible promissory notes and warrants of Elephant Talk Communications, Inc. a telecommunications and multimedia content distributor headquartered in The Netherlands.
  • Represented a broadcast television station group issuer in a $560 million financing consisting of a $360 million bank credit facility and a $200 million offering of 10 3/4% senior subordinated notes under Rule 144A promulgated under the Securities Act of 1993, as amended (the "Act"). The proceeds from the senior subordinated notes offering and the initial funding under the new bank credit facility were used to refinance all of the company's indebtedness and obligations under its previously existing credit facilities, the company's 11 5/8% senior subordinated notes, and the company's 12% redeemable preferred stock.°
  • Represented a broadcast television station group issuer in a $310 million senior subordinated discount notes offering under Rule 144A promulgated under the Act, and consent solicitation of 12 1/2% preferred stock. The proceeds of the offering were used to refinance the company's 12 1/2% exchange debentures due 2006 which were issued in exchange for the outstanding shares of the company's 12 1/2% exchangeable preferred stock on the closing date of the offering.°
  • Represented an advanced technology company issuer in several underwritten secondary offerings of common stock, each registered under the Act. The representation included the negotiation of securities purchase agreements and preparation and filing of registration statements on Form S-1 for the offering of shares of common stock.°
  • Represented a broadcast television station group issuer in a complex Series B preferred stock investment restructuring involving the issuance of $188.6 million of preferred stock to national broadcasting affiliate investor.°
  • Represented a broadcast television station group issuer in a complex $1.13 billion debt refinancing and securities offering. In this transaction, the publicly-held company refinanced all of its outstanding debt through a Rule 144A offering of $400 million of floating rate first priority senior secured notes and $405 million of floating rate second priority senior secured notes, and a $325 million first priority term loan agreement. The proceeds were used to purchase all of the company's existing secured and senior subordinated notes pursuant to a tender offer and consent solicitation that the company made for these notes.°
  • Served as securities and regulatory counsel to NASDAQ listed advanced technology company in equity carve-out initial public offering of wholly-owned subsidiary. The representation included the ongoing preparation and filing of a registration statement on Form S-1 for the offering of shares of common stock, the structuring of a directed share program for qualified shareholders of the parent company, and the preparation of transition services documentation between the parent company and its subsidiary.°

°The above representations were handled by Ms. DiStefano prior to her joining Greenberg Traurig, P.A.

Recognition & Leadership

  • Listed, The Best Lawyers in America, Corporate Law, 2016-2019
  • Member, Winning Team, ACG New York Champion’s Award, M&A Deal of the Year (over $200mm to $500mm) for Martin Resource Management Corporation ESOP, 2013
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
  • Team Member, a Law360 "Real Estate Practice Group of the Year," 2011-2012
  • Listed, The Legal 500 United States, 2009
  • President, JDRF, Greater Palm Beach Chapter, 2018-2019
  • Board of Directors – Member, JDRF, Greater Palm Beach Chapter, 2013-Present
  • Executive Committee – Vice President, JDRF, Greater Palm Beach Chapter, 2016-2017
  • Member, Business Law Section, Florida Bar
  • Pro-bono services for Legal Aid Society of Palm Beach County
  • Liaison, Women's Initiative, Greenberg Traurig (Palm Beach County South)
  • Steering Committee, 2012 GT Women's Business Forum (South Florida)

Credentials

Education
  • LL.M., with distinction, Georgetown University Law Center
  • J.D., magna cum laude, Nova Southeastern University Shepard Broad Law Center
  • A.B., University of Georgia
Admissions
  • Florida