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- Professionals
- Kerry Shannon Burke
Kerry Shannon Burke has more than twenty years of experience helping public and private companies structure and execute capital markets and finance transactions. Ms. Burke specializes in assisting issuers, ranging from development stage ventures to large public companies, as well as underwriters and other institutional investors, with private and public debt and equity financings.She also assists public companies on corporate governance developments, and private companies on IPO readiness, including with respect to board and committee independence, internal and disclosure controls, compliance program design and similar matters. Ms. Burke regularly advises on securities and general corporate matters, including periodic reporting under the Securities Exchange Act and on other securities law compliance issues.
Ms. Burke has particular expertise counseling clients on the Investment Advisers Act and assists investment advisers, including private equity funds, hedge funds and venture capital funds, on various status questions and ongoing compliance matters.
Transactional
Representative Capital Markets Transactions
- Uber Technologies, Inc. in connection with its initial public offering.
- Pepco Holdings and its subsidiaries in over $9.6 billion of private and public securities offerings, including the issuance of first mortgage bonds, senior notes, “fading lien” bonds, tax-exempt bonds and common stock.
- Eli Lilly in $3.2 billion of various debt offerings and a €2.1 billion Eurobond offering.
- Avnet in $900 million of registered debt offerings.
- Omeros Corporation in various common stock and pre-funded warrant offerings, including at-the-market facilities.
- Salix Pharmaceuticals in a $750.0 million high yield bond offering.
- A foreign gaming company in a U.S. offering of ordinary shares.
- Various public company issuers, including Bristol-Myers Squibb, Eli Lilly and Pepco Holdings in debt tender offers and related consent solicitations.
- XLHealth in a $240 million private placement to a private equity investor and in a preferred stock investment by venture capital investors.
Representative Finance Transactions
- Avnet in its $1.25 billion senior unsecured credit facility and $900 million securitization facility.
- A pharmaceutical company in its $10 billion unsecured credit facility.
- Pepco Holdings and its subsidiaries in their significant finance matters, including syndicated and bilateral credit facilities, commercial paper programs, bridge acquisition facilities, a credit intermediation arrangement and various swap transactions.
- SandRidge Energy in its $900 million secured (borrowing base) credit facility.
- A private specialty pharmaceutical company in its senior secured credit facility.
- Lenders in the refinancing of the senior secured credit facility for the Verizon Center.
- Various emerging growth companies in bridge financings and in secured lines of credit.
Advisory
- Various public companies in securities reporting and corporate governance matters.
- Various public and private companies in derivatives transactions.
- Various private funds with the investment adviser registration process, including drafting Form ADVs and compliance policies and procedures.
- Various investment advisers with ongoing compliance advice, including on conflicts of interest, fees, custody, pay-to-play, performance advertising and OCIE examination issues.
Pro Bono
- Counseled a large museum and research organization on outstanding debt instruments.
April 2, 2020, Covington Alert
When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
March 20, 2020, Covington Alert
March 2020
As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
October 25, 2018, Covington Alert
On October 16, 2018, the Securities and Exchange Commission (the “Commission”) issued a Section 21(a) report of investigation (the “Report”) warning public companies about the importance of assessing the likelihood of cyber-related threats when designing internal accounting controls. The Report described the Division of Enforcement’s investigation of nine ...
October 3, 2018, Covington Alert
On September 30, 2018, California Governor Jerry Brown signed Senate Bill 826 into law making California the first state to require corporations to include women on their boards of directors.
April 24, 2018, Covington Alert
On Wednesday, April 18th, the SEC introduced a much-anticipated package of proposed rules and formal guidance concerning the standards of conduct for financial professionals. The more than 1,000-page proposal, which emerged eight years after Congress required the agency to conduct a study on the topic, addresses whether investment advisers and broker-dealers ...
December 28, 2017, Covington Alert
On December 22, 2017, the President signed the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). On the same day, the staff of the SEC’s Office of the Chief Accountant and Division of Corporation Finance (the “Staff”) issued guidance regarding the 2017 Tax Act in Staff Accounting Bulletin No. 118 (“SAB 118”),1 which addresses certain financial statement ...
November 30, 2017
WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...
Covington Advises Aristocrat in Acquisition of Plarium and Related Acquisition Financing
August 15, 2017
WASHINGTON—Covington, together with Israeli-based law firm Allens and Herzog Fox & Neeman, is representing Aristocrat Leisure Limited, a leading provider of gaming solutions, in its acquisition of Plarium Global Limited and the related acquisition financing. Aristocrat will make an upfront cash payment of $500 million plus earn-out payments based on Plarium’s ...
June 13, 2016, Covington Alert
The Federal Reserve has recently sent non-compliance notices to U.S. issuers of foreign-currency denominated bonds that are sold abroad (“foreign bonds”), including Euro bonds, for failure to submit Treasury International Capital (TIC) Form SLT. Although the final instructions for Form SLT were promulgated in February 2011, this filing requirement has come as a ...
August 2015, IAA Newsletter
Covington Advises Public Pension Capital on Partnership with Kramer Van Kirk Credit Strategies
May 15, 2015
WASHINGTON, DC, May 15, 2015 — Covington represented Public Pension Capital, LLC in the formation of a strategic partnership with and investment in Kramer Van Kirk Credit Strategies LP, a Chicago-based manager of collateralized loan obligations with more than $4 billion in assets under management. Public Pension Capital also acquired a stake in KVK Technology ...
December 2014, World Securities Law Report
July 8, 2014, Bloomberg
Catherine Dargan, Mike Riella, Deb Garza, John Gourary, Andrea Reister, Rob Heller, Mike Francese and Kerry Burke are mentioned regarding their representation of Aristocrat Leisure Ltd. "Covington & Burling LLP advised Aristocrat Leisure Ltd. (ALL), which agreed to buy Video Gaming Technologies Inc. for about $1.3 billion to triple its North American business ...
11/07/2013
WASHINGTON, DC, November 7, 2013 — Salix Pharmaceuticals, Ltd., and Santarus, Inc. announced today that the companies have entered into a merger agreement where Salix will acquire all of the outstanding stock of Santarus for $32 in cash per share, for a total value of approximately $2.6 billion. Covington & Burling LLP is advising Salix on both the acquisition ...
October 2013, The Banking Law Journal
July 31, 2013
WASHINGTON, DC, July 31, 2013 — Covington & Burling advised Octavian Advisors, LP, Octavian Global Partners, LLC, and their affiliates ("Octavian") on a transaction with TPG Special Situations Partners ("TSSP"). Under the terms of the transaction, affiliates of TSSP acquired a significant stake in, and took over the management of, several Octavian funds. The ...
7/10/2013
WASHINGTON, DC, July 10, 2013 — Covington & Burling advised Governance for Owners (GO) in the formation of a new, global partnership with Engaged Capital (EC) in the activist investing arena. In addition to sharing marketing efforts, EC and GO plan to collaborate to launch a global constructive activist strategy. Based in Newport Beach, Calif., EC invests in ...
The EU Alternative Investment Fund Managers Directive: Impact on non-EU Fund Managers
May 15, 2013, Webinar
May 1, 2013, Covington Advisory
Writings on the Wall: Considerations in Designing and Implementing Effective Information Barriers
April 2013, IAA Newsletter
Disclosure Best Practices and SEC Update
March 5, 2013, MCCA's 12th Annual CLE Expo
January 2, 2013, Covington E-Alert
December 19, 2012, Covington E-Alert
April 2012, Investment Advisor Association Newsletter
Covington Advises Resource America In Global Credit Deal
January 4, 2012
NEW YORK, January 4, 2012 — Covington & Burling advised Resource America, Inc. in its definitive agreement with CVC Capital Partners to create a global credit management business with over $7.5 billion in assets under management called CVC Credit Partners. As part of the transaction, Resource America plans to sell Apidos Capital management, its CLO manager, to ...
November 14, 2011, Covington Advisory
August 2011, Investment Advisers Association Newsletter
June 27, 2011, Covington E-Alert
A Renewed Focus on Regulation S-P: The Protection of Consumers' Nonpublic Personal Information
May 2010, Investment Advisor Association Newsletter
April 21, 2010
WASHINGTON, DC, April 21, 2010 — In a statement released today, Pepco Holdings, Inc. announced that it has entered into an agreement to sell the power generation assets of its Conectiv Energy segment to Calpine Corporation for approximately $1.7 billion. Covington & Burling LLP advised Pepco Holdings on the transaction. Pepco Holdings, headquartered in ...
Covington Elects Six New Partners
10/1/2007
WASHINGTON, DC, October 1, 2007 — Covington & Burling LLP announced that six of its associates have been elected to the firm’s partnership, effective today. Stuart Stock, chair of the firm’s management committee, commented, “These six outstanding men and women are representative of Covington’s depth and excellence. We are pleased to welcome them to our ...
November 1, 2004, Covington Advisory
August 2004, Benefits Practice Center, Executive Compensation Library, Journal Reports: Law and Policy (BNA)
January 12, 2004, Covington Advisory
2004, 27 J. Corp. L. 341, reprinted in CONTROL OF CORPORATE MANAGEMENT 469 (R. L. Campbell ed., 3d ed.)
1997, 3 B.U. J. Sci & Tech. L. 10
- Washington DC Super Lawyers, Securities & Corporate Finance (2014-2016)
- Legal 500 US, Finance - Capital Markets (2013-2014, 2017)
COVID-19: Legal and Business Toolkit
We are helping clients around the world navigate this evolving, complex situation.