Rachel Hurt O’Donnell is an associate in the Capital Markets and Securities Practice Group in the Dallas office of Haynes and Boone. Her practice focuses primarily on securities law and general corporate matters, such as SEC reporting compliance and corporate governance. She also assists clients in drafting and negotiating complex commercial agreements.
Rachel has experience in a variety of areas including:
- Reporting obligations under the Securities Exchange Act of 1934.
- Private securities offerings and other securities transactions.
- Compliance with corporate governance best practices and regulations, such as NYSE and NASDAQ requirements with respect to board composition, committee charters and other listing standards and State law governing shareholder rights.
- Preparation of various federal and state securities filings, including annual reports, quarterly reports, current reports and proxy statements.
- Complex supplier and procurement contracts and arrangements.
Selected Client Representations
- Represented a placement agent in connection with a private investment in public equity by a clinical stage biotechnology company.
- Represented Commercial Metals Company in its offer to exchange up to $350 million in aggregate principal amount of newly issued registered senior notes for a like principal amount of outstanding unregistered senior notes.
- Represented, Trinity Industries, Inc., a publicly-traded provider of rail transportation products and services, in obtaining a $650 million credit facility in connection with the spin-off transaction of an infrastructure subsidiary, resulting in the separation of the companies and the creation of two credit facilities totaling more than $1.25 billion.
- Represented Arcosa, Inc., a newly-formed publicly-traded provider of infrastructure products and services, in obtaining a $600 million credit facility in connection with the company’s spin-off from its parent corporation. Represented prominent fund in a $220 million investment into a major supplier and distributor of laboratory products.
- Represented prominent fund in its investment into a leading game development company.
Diageo Enforcement Proceeding On February 19, 2020, the Securities and Exchange Commission (“SEC”) announced charges against Diageo plc (“Diageo”) for failing to disclose known trends relating to the shipment of excess products by Diageo’s subsidiary, Diageo North America (“DNA”), to distributors. According to the SEC’s order, facing declining market conditions, DNA employees pressured distributor [...]