Paul N. Edwards
- Rule 1441A private placement of subordinated debt/registered exchange offer
- REIT roll-up/IPO of self-storage limited partnerships
- Merger of equals between a public and a private company with diverse cultures
- Rescission offer/proxy solicitation for private gaming company with over 130 members
- Form S-4 acquisition shelf registration statement and ensuing acquisitions of energy exploration and development companies by public gas utility
- Bank loan secured by the OP units of a public REIT
- Derivative transactions such as interest rate, metals and energy swaps
- Metals consignment/capital lease arrangement for just-in-time inventory
- Proxy statement/prospectus for the acquisition of assets of a private company
- Negotiated public tender offer/second step merger of public companies
- $100M accounts receivable securitization for public company
- Multiple private placements of debt pursuant to 80-year old secured indenture
- Negotiated merger of public utility holding companies involving 9 regulatory approvals
- Formation of private equity fund and acquisition of or investment in portfolio companies
- Sale of shopping center into developing pool of similar loans to be securitized
- Bond counsel and company counsel for industrial development revenue bond and TIF bond offerings and Section 166 loans
- Representation of public companies/audit committees/executive officers in connection with internal, SEC and DOJ investigations
- Successful proxy contest for control of public company board of directors
- Representation of mezzanine lenders in convertible preferred stock and subordinated convertible debt offerings in leveraged recapitalization transactions
- Representation of investment bankers in rendering fairness opinions for public companies
- SOX compliance for NYSE and NASDAQ-listed companies, companies with public debt and private companies which want to be acquired by public companies or to go public
- As a Special Counsel in the utilities/telecommunications industry in the Division of Corporation Finance of the SEC. Paul reviewed and commented upon public securities offering and other transaction filings, answered complex corporate and securities law questions, and was responsible for novel and high profile transactional filings, referrals to the Division of Enforcement, and the supervision of staff attorneys.
- While in-house with Centerior Energy Corp., a multi-billion dollar public utility holding company, Paul was responsible for all SEC filings, shareholder proposals and meetings, earnings and other press releases, dividend declarations and other securities and finance matters, including a $100 million accounts receivable securitization, taxable and tax-exempt bond offerings and redemptions, substitutions of collateral from the liens of eight-year old indentures, monitoring outside money managers and negotiating investment advisory agreements, project finance and all unregulated business matters. He was primarily responsible from a legal perspective for refinancing over $1.5 billion in debt while coordinating nine regulatory approvals in connection with the merger of two public utility holding companies to form FirstEnergy, Inc.
- During over 15 years in private practice in New York and Ohio, represented National Fuel Gas, Columbia Gas, FirstEnergy, Dominion East Ohio and other, smaller utilities in connection with various energy-related financings and other regulatory matters. For example, Paul represented National Fuel Gas in connection with the preparation and filing of a Form S-4 acquisition shelf registration statement and ensuing acquisitions of energy exploration and development companies. Paul has also represented large manufacturers negotiating supply agreements with numerous utilities around the country. His experience includes representation of a multi-billion dollar private equity fund which had a master supply agreement for all its portfolio company facilities with Enron, prior to its bankruptcy.
Attorney Paul Edwards