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Sebastian Marotta

Associate

Washington +1 202 662 5724

  • About
  • Representative Matters
  • Credentials
  • About

    Sebastian Marotta advises public and private companies on a broad range of corporate and securities matters, including mergers and acquisitions, capital markets transactions, corporate governance, and securities disclosure.

    Sebastian represents clients across industries, with particular experience in the financial services, life sciences, and technology sectors. His transactional practice includes mergers and acquisitions, strategic investments, joint ventures, and a variety of capital markets matters, such as registered offerings, private placements, and other financing transactions. He also counsels public companies on Securities Act and Exchange Act reporting, proxy preparation, beneficial ownership reporting, and compliance with stock exchange and SEC disclosure requirements.

    In addition to his transactional work, Sebastian regularly advises boards of directors and management teams on corporate governance matters, including board and committee composition, governance and organization, insider trading, and related topics.

    Sebastian is committed to pro bono service. His recent pro bono work includes advising multiple nonprofit organizations on corporate and governance matters, assisting with immigration and asylum matters, and representing CFBanc Corporation in its merger of equals with Broadway Financial Corporation, which created the largest Black‑led Minority Depository Institution in the United States. Sebastian also serves on the board of directors of the Washington Area Community Investment Fund, a nonprofit organization and leading Community Development Financial Institution dedicated to developing small businesses and expanding economic opportunity across the Washington, D.C. metropolitan area.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters

    Capital Markets Transactions

    • Represented the initial purchasers in the $594 million registered offering of convertible notes by Riot Platforms, Inc. and the placement agents in multiple at-the-market offerings with aggregate value of $3.25 billion.
    • Represented Trustmark Corporation in its $175 million registered offering of subordinated notes.
    • Represented Air Products and Chemicals, Inc. in registered debt offerings of $3.6 billion of dollar-denominated notes and €1.5 billion of Eurobonds.
    • Represented the placement agent in the sale of 90.1% of the common stock of American Savings Bank, F.S.B to investors for aggregate cash consideration of $405 million.
    • Represented LanzaTech NZ, Inc. in its $2.2 billion de-SPAC transaction.
    • Represented Humacyte, Inc. in its $800 million de-SPAC transaction and in subsequent equity financings.
    • Represented Uber Technologies, Inc. in its $500 million offering of senior notes pursuant to Rule 144A.

    M&A Transactions

    • Represented Enova International, Inc. in its $369 million acquisition of Grasshopper Bancorp, Inc.
    • Represented Renasant Corporation in its $1.2 billion acquisition of The First Bancshares and concurrent $230 million equity offering.
    • Represented Simmons First National Corporation in its $581 million acquisition of Spirit of Texas Bancshares, Inc. and in its simultaneous acquisitions of Landmark Community Bank for $146.3 million and Triumph Bancshares, Inc. for $131.6 million.
    • Represented CFBanc Corporation in its merger of equals with Broadway Financial Corporation to create the largest Black-led Minority Depository Institution in the United States, with more than $1 billion in combined assets under management and approximately $850 million in total depository institution assets.
    • Represented a Fortune 500 company in its acquisition of a privately held technology company.
    • Represented a multinational high technology company in its acquisition of a privately held defense contractor for $380 million.

    Areas of Expertise

  • Credentials
    Education
    • Georgetown University Law Center, J.D., 2019
        • magna cum laude
        • Order of the Coif
        • Georgetown Law Journal, Notes Editor
    • Princeton University, A.B., 2016
        • cum laude
    Bar Admissions
    • District of Columbia
    • New York
    Languages
    • French
    • Italian
    • Portuguese
    Pro Bono
    • Advises multiple nonprofit corporations on D.C. corporate law matters.

    Areas of Expertise

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