professionalIMG

Anthony J. Marsico

Member vCard


Education

  • Fordham University (JD)
  • New York University (BA)

Bar Admissions

  • New York

Tony has represented leading public and private US corporations, international private issuers, financial institutions, underwriters, broker-dealers, hedge funds, and private investment firms in corporate financing matters for more than 20 years. He frequently advises clients on initial and follow-on public offerings and other registered and private offerings of equity and debt securities, including registered direct offerings, CMPOs, at-the-market offerings, public and private equity line transactions, PIPEs, debt-for-equity exchanges, and Rule 144A, Regulation S, and other cross-border securities offerings.

Tony has worked with leading private investment firms to create innovative investment products and securities and is recognized as an industry leader in structured equity and debt transactions. He also regularly advises clients on compliance issues related to the Sarbanes-Oxley Act, US federal securities law, disclosure requirements, and other general corporate matters.

In addition, Tony has wide-ranging experience representing US and international corporations, controlling stockholders, private equity investors and sponsors, management buyout groups, hedge funds, financial advisors, and investment banking firms in strategic and financial mergers and acquisitions, business combinations, and corporate control contests.

Representative Matters

Capital Markets

  • Aegis Capital Corp.: Represented lead underwriter in initial public offerings and follow-on offerings; represented lead placement agent in private placements and bridge financings.
  • Joseph Gunnar & Co., LLC: Represented lead underwriter in initial public offerings and follow-on offerings; represented lead placement agent in private placements and bridge financings.
  • Laidlaw & Company (UK) Ltd.:Represented lead underwriter in initial public offerings and follow-on offerings; represented lead placement agent in private placements and bridge financings.
  • Chardan Capital Markets, LLC: Developed "at-the-market" ("ATM") equity distribution program for broker-dealer; represented broker-dealer sales agent in various ATM transactions.
  • KCG Holdings, Inc.: Developed ATM equity distribution program for broker-dealer; represented broker-dealer sales agent in various ATM transactions.
  • BTIG, LLC: Developed ATM equity distribution program for broker-dealer; represented broker-dealer sales agent in various ATM transactions.
  • Noble Capital Markets, Inc.: Developed ATM equity distribution program for broker-dealer; represented broker-dealer sales agent in various ATM transactions.
  • Acqua Capital Management, Inc.: Structured and developed a variety of public and private "equity line" and structured debt financing products; represented affiliated investment funds in over 60 equity line and structured debt transactions with an aggregate commitment of over $2 billion; general securities law representation.
  • Terrapin Opportunity Fund, L.P.: Structured and developed a variety of public and private "equity line" products.
  • Lincoln Park Capital, LLC: Represented investment fund in public and private equity line transactions and PIPEs.
  • Magna, LLC: Represented private investment firm in numerous PIPE and equity line transactions.
  • Nomis Bay Ltd.: Represented private investment firm in numerous PIPE and equity line transactions.
  • Kalani Investments Ltd.: Represented private investment firm in numerous PIPE transactions.
  • Kingsbrook Opportunities Master Fund LP: Represented private investment firm in equity line transactions.
  • Hudson Bay Master Fund Ltd.: Represented private investment firm in PIPEs and equity line transactions.
  • Iroquois Master Fund Ltd.: Represented private investment firm in PIPEs and equity line transactions.
  • Stellar Biotechnologies, Inc.: Registered direct offering of equity securities.
  • Invivo Therapeutics Holdings Corp.: ATM offering.
  • Identive Group, Inc.: Equity line transaction; ATM offering.
  • Cosi, Inc.: Registered subscription rights offering.
  • Bionovo Inc.: PIPE and registered direct transactions; ATM and equity line transactions.
  • Enzo Biochem, Inc.: Registered direct offering of equity securities; CMPO of equity securities.
  • Advaxis, Inc.: PIPEs of equity and debt securities; equity line transactions.
  • Commodore Separation Technologies, Inc.: Initial public offering of equity securities.
  • Take-Two Interactive Software, Inc.: Initial public offering of equity securities.
  • Compass Plastics & Technologies, Inc.: Initial public offering of equity securities.
  • Josephthal Lyon & Ross Incorporated: Public offering of ordinary shares of Magal Security Systems, Ltd.
  • Topjobs.net plc: Initial public offering of American depositary shares.
  • Royce Investment Group, Inc.: Initial public offering of common stock of Grand Court Lifestyles, Inc.
  • Xethanol Corporation: Public offering of equity securities; equity line transactions.
  • HemoBiotech, Inc.: PIPE and public offering of equity securities.
  • Seitel, Inc.: Registered warrant offering and Rule 144A/Regulation S offering of senior notes.
  • Republic of Costa Rica: Rule 144A/Regulation S sovereign debt offering.
  • Itemus, Inc.: Canadian registered rights offering and simultaneous U.S. private placement of equity securities.
  • Applica Incorporated: Public offerings of equity and debt securities.
  • Greenwich Air Services, Inc.: Public offerings of equity and debt securities.
  • Commodore Applied Technologies, Inc.: Initial public offering of equity securities.

 Mergers & Acquisitions

  • Mack-Cali Realty Corporation: Represented public REIT in acquisition of real estate interests and development and management businesses of Roseland Partners, LLC.
  • Starwood Capital Group Global, L.P.: Represented consortium of funds led by Starwood Capital Group, L.P. (including affiliates of TPG Partners and Five Mile Capital Partners) in connection with bid to acquire Extended Stay Hotels, Inc. and its debtor affiliates through sponsored Chapter 11 plan of reorganization.
  • Aurelius Capital Management, LP, Fortress Investment Group LLC, Appaloosa Management L.P.: Representation of bondholder group in connection with restructuring of unsecured debt claims in Chapter 11 reorganization of General Motors Corporation.
  • Glenhill Capital Management, LLC: Acquisition (by cash merger) of Restoration Hardware, Inc. by Catterton Partners and equity co-sponsors.
  • Telefonica, S.A./Terra Networks, S.A.: Stock-for-stock business combination with Lycos, Inc.
  • Enzo Biochem, Inc.: Represented incumbent board in dissident shareholder election contest.
  • Perry Ellis International, Inc.: Acquisition of certain assets and intellectual property of Liz Claiborne; acquisition of certain assets and intellectual property of London Fog Group; acquisition of substantially all domestic operating assets of Tropical Sportswear Int'l Corporation; cash and stock-for-stock merger with Salant Corporation and related business combination transactions.
  • Morgan Joseph & Co. Inc.: American Real Estate Partners (Carl C. Icahn) proposal acquisition of Lear Corp; AREP acquisition of Federal Mogul; various other fairness opinion and M&A advisory engagements.
  • Applica Incorporated: Acquisition of assets of the Household Products Group of The Black & Decker Corporation and related business combination transactions.
  • Greenwich Air Services, Inc.: Cash and stock-for-stock merger with subsidiary of General Electric Corporation and simultaneous acquisition of UNC Incorporated; acquisition of assets of the Engine Services Division of Aviall, Inc. and related business combination transactions.
  • Natrol, Inc.: Acquisition of Natrol, Inc. through cash tender offer by Plethico Pharmaceuticals Ltd.
  • iXL Enterprises: Merger of equals with Scient Corporation.
  • Polyvision Corporation: Cash merger with Steelcase Inc. and representation of special committee of board of directors.
  • Genesis Networks Inc.: Cash merger with subsidiaries of Global Crossing Limited.
  • Wireless Telecom Group, Inc.: Disposition of substantially all assets of Willtek Communications GmbH to Aeroflex Incorporated.
  • Home Diagnostics, Inc.: Represented Home Diagnostics, Inc. in sale (by cash tender offer and second- step merger) to Nipro Corporation of Japan.
  • Berggruen Holdings N.A. Ltd.: Represented principal stockholder in connection with merger of Essilor International SA with FGX International Holdings Ltd.
  • TTM Technologies, Inc.: Acquisition of the printed circuit board business of Meadville Holdings, Ltd.
  • Hale Capital Partners, LP: Represented principal stockholder of Paradigm Holdings, Inc. in cash merger with subsidiary of CACI International Inc.
  • Silvercorp Metals Inc.: Unsolicited Canadian cross-border exchange offer to acquire Klondex Mines Ltd.
  • Enzo Biochem, Inc.: Acquisition of substantially all assets of Assay Designs, Inc.; acquisition of substantially all assets of Biomol International, L.P.; acquisition of all outstanding capital stock of Axxora Life Sciences, Inc.
  • Wireless Telecom Group, Inc.: Acquisition of all outstanding capital stock of Willtek Communications GmbH.
  • RFX Acquisition LLC (Robert F.X. Sillerman): Acquisition of controlling interest in Sports Entertainment Enterprises, Inc. and entities that control the commercial utilization of the name, image, and likeness of Elvis Presley and related businesses.
  • Frequency Electronics, Inc: Acquisition of Elcom Technologies, Inc.
  • Seitel, Inc.: Chapter 11 reorganization transactions.
  • VIE Financial Group, Inc,: Representation of special committee and audit committee of the board of directors; going-private transaction.
  • United Auto Group, Inc.: Acquisition of stock of corporations operating auto dealerships located in Puerto Rico.
  • American Securities Capital Partners, LP: Sale of Caribbean Restaurants, Inc. to Oak Hill Capital Partners, L.P.
  • Sun Capital Securities, LLC: Stockholder activist initiatives and portfolio company acquisitions.
  • CD Capital Partners, L.P. (Jay Pritzker Foundation, Zell Real Estate Partners II, LP): Stockholder activist initiatives.
  • Mission Partners, LP: Proxy contest opposing election of Syntellect, Inc. incumbent director.
  • Windstar Capital LLC: Purchase of substantially all of the assets of Aerothrust Corporation and related business combination transactions.
  • Starwood Capital Group, LP: Hostile tender offer for limited partnership units in Scottsdale Land Trust Limited Partnership.
  • T. Rowe Price: Sale of real estate assets to Glenborough Realty Trust Incorporated.
  • Telkom SA Limited: International M&A transactions.
  • H.I.G. Capital, LLC: Various control stake and public company portfolio investments.
  • Acqua Capital Management LLC: Sponsored Buyouts and Portfolio Company Investments, M&A Hedge transactions.
  • Glenhill Investment Partners: M&A Hedge Transactions and Portfolio Company Investments.
  • Itemus, Inc.: Cross-border acquisition of Digital 4sight Corporation.
  • Silverline Technologies, Ltd.: Stock-for-stock merger with Seranova, Inc. and related business combination transactions.
  • Interiors, Inc.: Purchase of controlling interest in CSL Lighting Manufacturing, Inc.
  • The Party Supermarket, Inc.: Sale of substantially all assets to Party City Corporation.
  • PureTech, Inc.: Sale of substantially all operating assets to Williams Advanced Materials, Inc.

Professional & Community Involvement

  • Member, New York State Bar Association
  • Member, Association of the Bar of the City of New York
  • Member, Continuing Legal Education Presentations on Federal Securities Law Matters