Megan Foscaldi

Megan Foscaldi advises public and private companies and private equity funds on corporate and securities law matters, including public and private securities offerings and complex strategic transactions. She also advises clients in a range of industries on matters of corporate governance and compliance with SEC reporting obligations. She is a member of the Firm’s Board of Directors.

Megan’s experience includes assisting in the representation of:

• Adams Resources & Energy, Inc., in the repurchase of all shares of Adams common stock owned by KSA Industries, Inc., the company's largest stockholder, and members of the family of the late Kenneth Stanley Adams, Jr., the company's founder, who are affiliated with KSA
• Ponce Financial Group, Inc., and PDL Community Bancorp in connection with the multiple-step conversion and reorganization of Ponce Bank Mutual Holding Company from the mutual to stock form of organization and related stock offering
• Seaport Capital for its $240 million private equity fund Seaport Capital Partners VI, L.P. (Fund VI)
• Ponce Bank, Ponce Bank Mutual Holding Company, PDL Community Bancorp and Ponce Financial Group, Inc., in connection with Ponce Bank’s proposed second-step conversion and Ponce Financial’s concurrent stock offering
• Tampa Electric Company in the issuance of two series of senior unsecured notes in an aggregate principal amount of $800 million through a public offering for which the lead underwriters were MUFG Securities America Inc., RBC Capital Markets, LLC, and Wells Fargo Securities LLC
• GulfMark Energy, Inc., a crude oil marketing subsidiary of Adams Resources & Energy, Inc., and its wholly owned subsidiary, GulfMark Terminals, LLC, in the acquisition of the outstanding equity interests of Victoria Express Pipeline, L.L.C. (VEX), and related terminal assets from EnLink Midstream Operating, L.P.
• Comstock Resources, Inc., in the issuance of $1.25 billion aggregate principal amount of new 6.75% senior notes due 2029 and cash tender offers to purchase up to $1.25 billion aggregate purchase price of its outstanding 7.50% senior notes due 2025 and 9.75% senior notes due 2026
• ITM TwentyFirst in its acquisition of MLF Financial Group and its subsidiaries
• Star America Infrastructure Partners in its acquisition by Tikehau Capital, an alternative asset management and investment group
• Comstock Resources, Inc., in an underwritten public offering of 40,000,000 shares of common stock at a price of $5.00 per share, with a 30-day option for underwriters to purchase up to 6,000,000 additional shares of common stock
• Lamar Advertising on several transactions:
  • An amendment to its $175 million accounts receivable securitization program
  • A $400 million high yield bond transaction
  • High yield debt offerings aggregating billions of dollars, including the issuance of $1.55 billion in senior notes in 2020 over multiple transactions
  • In the acquisition of Fairway Outdoor Advertising’s billboard operations in five U.S. markets from GTCR, LLC, for $418.5 million
  • Its implementation of its at-the-market offering program
  • Its acquisition of the assets of Clear Channel Outdoor Holdings, Inc., in five U.S. markets
• National Oilwell Varco, Inc. (NOV), in a $500 million public offering of 3.60% senior notes due 2029, together with an amendment to NOV’s credit agreement and a pending redemption of a portion of NOV’s 2.60% senior notes due 2022
• Tampa Electric Company in the underwritten public offering of $375 million principal amount of 4.45% notes due 2049
• Comstock Resources, Inc., in the closed acquisition of oil and gas properties from Arkoma Drilling, L.P., and Williston Drilling, L.P., entities owned by Dallas businessman Jerry Jones, in exchange for approximately 88.6 million shares of Comstock common stock
• Brynwood Partners for the formation of Brynwood Partners VIII L.P. with $649 million of committed capital
• Tampa Electric Company in its underwritten public offering of $350 million principal amount of 4.30% notes due June 15, 2048
• Helix Energy Solutions Group, Inc., in the public offering of 26.45 million shares
• Silver Oak Services Partners, LLC, in its sale of The Tranzonic Companies to PNC Riverarch Capital
• NewStar Financial, Inc., in two related transactions, including the sale of its portfolio and investment assets to an investment fund sponsored by GSO Capital Partners LLP and NewStar’s subsequent acquisition by First Eagle Investment Management