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- Professionals
- Kerry Shannon Burke
Kerry Shannon Burke is a vice chair of the firm's corporate group. Ms. Burke has been helping public and private companies structure and execute capital markets and finance transactions and navigate the pitfalls of public company reporting and governance for over 20 years. Ms. Burke regularly represents 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 is a "go-to" advisor for large public companies on corporate governance, SEC reporting and compliance program design. Ms. Burke also assists private companies on governance and IPO readiness matters, including with respect to board and committee independence, internal and disclosure controls and similar matters.
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.
- Eli Lilly in various debt offerings, including $10.9 billion of senior notes, €3.7 billion of Eurobonds, ¥79.9 billion of senior notes and CHF1.2 billion of notes.
- Avnet in $1.2 billion of registered debt offerings.
- Republic Services in $3.35 billion of senior notes offerings.
- Omeros Corporation in various common stock and pre-funded warrant offerings, a $210 million convertible notes offering and at-the-market facilities.
- Edison International in a $1.5 billion at-the-market facility.
- REGENXBIO in various common stock offerings.
- Salix Pharmaceuticals in a $750.0 million high yield bond offering.
- Pepco Holdings and its subsidiaries in over $9.6 billion of private and public securities offerings, including issuances of first mortgage bonds, senior notes, “fading lien” bonds, tax-exempt bonds and common stock.
- 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.
- Humacyte in $375 million of preferred stock offerings.
- 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.
- A pharmaceutical company in $21.8 billion of various unsecured credit facilities.
- A foreign gaming company in its syndicated secured term loan B facility and its secured “sidecar” 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.
- Various borrowers in connection with acquisition finance facilities.
- Lenders in the refinancing of the senior secured credit facility for the Capital One Arena.
- Various emerging growth companies in bridge financings and in secured lines of credit.
Advisory
- Various public companies and their boards on securities reporting and corporate governance matters, including board and committee independence, committee charters, codes of ethics, governance guidelines, insider trading, share repurchase programs, internal and disclosure controls, related party transactions and similar 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, foreign adviser issues and OCIE examination issues.
Pro Bono
- Counseled a large museum and research organization on outstanding debt instruments.
March 2021
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 ...
February 17, 2021
WASHINGTON—Covington advised Humacyte, Inc., in its merger with Alpha Healthcare Acquisition Corp., a special purpose acquisition company. The transaction implies a pre-money valuation of $800 million for Humacyte with existing Humacyte shareholders rolling over 100% of their equity into equity of the combined company. In connection with the execution of the ...
January 4, 2021, Covington Alert
On December 22, 2020, the SEC approved a rule change by the New York Stock Exchange (the “NYSE”) to allow issuers to offer and sell newly issued shares through the direct listing process (a “Primary Direct Floor Listing”). The NYSE historically has allowed direct listings only when issuers list securities on the NYSE in tandem with an offering of outstanding ...
December 30, 2020, Covington Alert
On December 22, 2020, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued disclosure guidance applicable to transactions involving special purpose acquisition companies (“SPACs”). CF Disclosure Guidance: Topic No. 11 outlines the Division’s view that certain aspects of SPAC initial public offerings (“IPOs”) and ...
December 8, 2020, Covington Alert
On November 24, 2020, Glass Lewis published updates to its proxy voting guidance for annual shareholder meetings to be held after January 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, environmental and social issues, and compensation issues. Glass Lewis also published updates to its guidance on shareholder ...
December 7, 2020, Covington Alert
On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal (the “Proposal”) to the Securities and Exchange Commission (the “SEC”) to amend its listing standards to require, subject to certain exceptions, new disclosures regarding director diversity. If adopted, the Proposal would require the board of a Nasdaq-listed company to have at least ...
November 20, 2020, Covington Alert
On November 17, 2020, the Securities and Exchange Commission (the “SEC”) took long-awaited action to modernize its electronic filing requirements to permit the use of electronic signatures in SEC filings. The rule amendments will become effective immediately upon their publication in the Federal Register. We expect that public companies and other filing persons ...
November 19, 2020, Covington Alert
On November 12, 2020, Institutional Shareholder Services (“ISS”) published updates to its proxy voting guidance generally for annual shareholder meetings to be held on or after February 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, and environmental and social issues.
November 2, 2020, Covington Alert
On September 11, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending its statistical disclosure requirements for bank holding companies, banks, savings and loan holding companies, and savings and loan associations (“banking registrants”) in registration statements and other disclosure documents. The final rule replaces Guide 3, ...
October 22, 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company. This playbook answers questions that companies may have about planning and holding such a meeting.
October 14, 2020, Covington Alert
In 2018, via Senate Bill 826 ("SB 826"), California became the first state to require corporations with outstanding shares listed on a major U.S. stock exchange and with a principal executive office in California to include women on their boards of directors.Now Governor Gavin Newsom has signed Assembly Bill 979 ("AB 979"), which adds new Section 301.4 to the ...
October 8, 2020
WASHINGTON—Covington represented Uber Technologies in its Rule 144A offering of $500 million principal amount of 6.25 percent senior notes due 2028. Uber received net proceeds of approximately $495 million, which it used to redeem an outstanding series of senior notes. The Covington capital markets team included Kerry Burke, Brian Rosenzweig, Jennifer Uren, ...
October 5, 2020, Covington Alert
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule: Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their shareholder meeting proxy statements, subject to certain procedural and ...
September 15, 2020
WASHINGTON—Covington was recognized as a Deal of the Year winner in the Capital Markets category at the inaugural IFLR1000 United States Awards, in connection with its work as co-issuer’s counsel on Uber Technologies’ U.S. IPO on the New York Stock Exchange. Covington served as Uber’s co-counsel on its $8.1 billion initial public offering of 180,000,000 shares ...
September 8, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (the ”SEC”) amended the definitions of “accredited investor” in Rule 501(a) of Regulation D and “qualified institutional buyer” (“QIB”) in Rule 144A, each under the Securities Act of 1933 (the “Securities Act”). These amendments are part of the SEC’s broader effort to simplify, harmonize, and improve the ...
August 31, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements of Regulation S-K. These amendments are part of the SEC’s ongoing Disclosure Effectiveness Initiative, the goal of which is to modernize the business and financial ...
July 27, 2020, Covington Alert
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted several proxy rule amendments dealing with proxy advisory firms as part of its ongoing effort to modernize the proxy voting system. The proxy rule amendments, which were proposed in November 2019, codify the SEC’s view that proxy voting advice generally constitutes a solicitation under the ...
July 20, 2020, Covington Alert
The COVID-19 pandemic continues to present public companies with new regulatory compliance and financial reporting challenges. Adjusting the presentation of GAAP financial measures to take into account COVID-19-related expenses is one such challenge and should be considered carefully in light of the SEC’s heightened scrutiny in this area. The SEC’s Division of ...
July 9, 2020, Covington Alert
The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...
June 11, 2020, Covington Alert
On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...
June 2, 2020, Covington Alert
Increased attention has recently been given by both investors and the Securities and Exchange Commission (SEC) to promoting clear and comparable disclosures of environmental, social and governance (ESG) factors. On May 21, the SEC's Investor Advisory Committee (Committee) debated and endorsed recommendations of the Investor as Owner Subcommittee that the SEC ...
May 14, 2020, Covington Alert
The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
April 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.
April 16, 2020, Covington Alert
The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.
April 9, 2020, Covington Alert
The SEC and its staff have responded to the COVID-19 pandemic by providing public companies and other filers affected by the pandemic with relief from certain reporting requirements, as well as helpful disclosure guidance.
April 7, 2020, Covington Alert
Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.
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
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.