Profile
Kara L. MacCullough focuses her practice on advising public and private companies on corporate and securities law issues surrounding corporate finance transactions and mergers and acquisitions. She has served as issuer's counsel in connection with over $10 billion in equity and debt offerings and debt tender offers by public companies in the past three years and has experience with international business transactions including cross-border tender offers.
Kara's clients have included companies in the telecommunications, retail, restaurant, transportation, life sciences, financial services, media and entertainment, utilities and information technology industries.
Concentrations
- Private and public securities offerings (IPOs, follow-on and secondary offerings, convertible notes offerings, PIPEs, high-yield and investment grade debt and Regulation S/offshore offerings
- Exchange/tender offers, asset and stock purchases and other commercial transactions
- Corporate governance, executive compensation, director responsibilities and fiduciary duties
- Public company mergers, private company acquisitions and dispositions, strategic investments, going private transactions and special committee representation
- International and cross border transactions
- International practices
Capabilities
Experience
- Representation of Vizient, Inc., the largest member-owned health care services company in the U.S., in the issuance of $600 million of high-yield notes in a Rule 144A offering.
- Counsel to Restaurant Brands International, one of the world’s largest quick service restaurant companies and parent of Tim Hortons and Burger King Brands and its predecessor, Burger King Holdings, in connection with over $2 billion of registered equity and debt offerings, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934, Williams Act, Sarbanes-Oxley Act and NYSE listing requirements.
- Counsel to SBA Communications Corporation, a wireless communications infrastructure provider, in connection with approximately $6.0 billion in acquisitions of privately owned tower companies, over $10 billion in public and private equity and debt offerings, public and private debt tender offers, bridge loan and secured loan facilities, structuring and offering of derivative instruments, public and private equity offerings, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934.
- Counsel to International Flavors & Fragrances Inc., a major, global producer of flavors and fragrances, in $1.0 billion in registered debt offerings, adoption of commercial paper program, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934, Williams Act, Sarbanes-Oxley Act and NYSE listing requirements.
- Represented SBA Communications 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.
- Counsel to Burger King Holdings, operator and franchiser, along with its subsidiaries, of fast food hamburger restaurants, in connection with its $4.3 billion acquisition by 3G Capital, a Brazilian private equity fund.
- Counsel to Ryder System Inc., industry leader in truck rental, fleet management and supply chain solutions, in connection with Securities Act filings, registered debt offerings, debt tender offers, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934, Williams Act, Sarbanes-Oxley Act and NYSE listing requirements.
- Counsel to World Fuel Services Corporation, a global fuel logistics, transaction management and payment processing company, in connection with Securities Act filings, corporate governance and securities and regulatory compliance matters, including compliance with the Securities Exchange Act of 1934.
- Represented various public companies with the preparation and filing of universal shelf registration statements and automatic shelf registration statements.
- Banker, Latin American Global Finance Division, Citigroup
Recognition & Leadership
- Listed, The Legal 500 United States, Finance - Capital Markets: high-yield debt offerings, 2022
- "Other Key Lawyer," 2022
- Listed, Lawdragon 500, "Leading Dealmakers in America," 2021
- Listed, IFLR1000, "Notable Practitioner," Capital Markets: Debt, Capital Markets: Equity, M&A, 2019-2023
- Listed, South Florida Legal Guide, "Top Lawyer," 2020-2021
- Listed, The Best Lawyers in America
- Lawyer of the Year" in Corporate Law, Fort Lauderdale, 2023
- "Lawyer of the Year" in Securities/ Capital Markets Law, Fort Lauderdale, 2021-2023
- Corporate Law, 2012-2024
- Corporate Compliance Law, 2014-2024
- Securities/ Capital Markets Law, 2019-2024
- Listed, Chambers USA Guide, 2006-2023
- Selected, Fort Lauderdale Illustrated, "Top Lawyers," 2020-2023
- Corporate Law, 2020-2023
- Securities/Capital Markets Law, 2020-2023
- Corporate Governance and Complaints Law, 2021
- Listed, Thomson Reuters, "Stand-Out Lawyers," 2023-2024
- Listed, Super Lawyers magazine, Florida Super Lawyers, 2010, 2014-2015, 2021-2023
- Selected, Daily Business Review, “Top Dealmaker of the Year – Land Category,” 2015
- Member, Winning Team, ACG New York Champion’s Awards, Deal of the Year (over $500mm); Cross-border Transaction of the Year (over $250mm) for $1.8 billion Acquisition of MacDermid, Inc. by Platform Acquisition Holdings Limited, 2014
- Recipient, “Best in Corporate Governance,” American Women in Business Law Awards, IFLR/Euromoney, 2014
- Member, Winning Team, “M&A Deal of the Year (Over $1 Billion to $5 Billion)” for Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) acquisition of MacDermid, Incorporated and related entities, The M&A Advisor’s 6th Annual International M&A Awards, 2014
- Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of “America’s Best Corporate Law Firms,” 13th Annual Legal Industry Study, 2013
- Selected, Daily Business Review, “Top Dealmaker of the Year,” Corporate Finance Category, 2013
- Member, The Florida Bar
- Business Law Section; International Section
- Member, American Bar Association
- Member, The District of Columbia Bar
Credentials
Education
-
J.D., magna cum laude, University of Miami School of Law
- University of Miami Law Review
- Order of the Coif
- B.A., cum laude, Wellesley College
Admissions
- Florida
- District of Columbia
- England and Wales
Languages
- Spanish