Brian A. Teras

Partner

Fax: 404.873.8623
Atlanta
171 17th Street NW
Suite 2100
Atlanta, Georgia 30363

Biography

Brian is a partner in the Corporate & Securities practice. He works with public and private companies on securities, corporate finance and corporate governance matters. He also advises in connection with structuring, negotiating, and completing mergers, acquisitions, divestitures, and joint ventures. As a trusted professional, Brian guides clients through SEC reporting and compliance including Section 13 and Section 16 obligations, Rule 144 matters, preparation of ’34 Act reports, NYSE and NASDAQ rules compliance, proxy statements, and general disclosure obligations under the federal securities laws. He also works with issuers in securities and corporate finance transactions, including registered offerings, private offerings (including Reg D, Rule 144A and Reg A+ offerings), consent solicitations, and tender and exchange offers involving debt and equity securities. When helping companies in corporate governance matters, Brian advises on board of directors’ duties, executive compensation, board and shareholder meetings, and administration of compensation/equity plans. In his legal practice, Brian draws from the business acumen gained from his time as in-house counsel for an Atlanta-based publicly traded life sciences company. A significant portion of his practice involves representation of companies and investors in the life sciences industry in transactions involving companies at all stages of the corporate life cycle.

Experience

  • Represented medical device company in the following transactions for aggregate consideration of $35 million:

    • – Strategic investment transaction to sell 20% of the company to a publicly traded medical device company and grant of purchase option for the remaining 80% of the company
    • – Negotiation and closing of the acquirer’s subsequent exercise of the purchase option
  • Represented biopharmaceutical company in $20 million Series B preferred stock financing

  • Represented a publicly traded healthcare IT company in the following:

    • – Initial public offering (IPO) and NYSE listing
    • – $640 million sale of the company to a large private equity firm
  • Represented a publicly traded healthcare services provider in the following:

    • – $100 million registered secondary offering of common stock
    • – $75 million acquisition of a specialty healthcare company and other roll-up acquisitions
    • – $250 million Rule 144A senior notes offering
  • Represented contract research organization (CRO) in $150 million sale to publicly traded contract research services firm

  • Represented real estate development company in $20 million Rule 506(c) “general solicitation” equity offering

  • Represented European-based venture capital firm in early-stage investments in several U.S. life sciences companies

  • Represented healthcare private equity firm in its acquisition of a medical device manufacturer

  • Represented a publicly traded life sciences company in acquisition of an add-on regenerative medicine company

  • Represented a transportation company in the following:

    • – Dividend recap and issuance of $150 million of senior notes
    • – $225 million Rule 144A senior secured notes offering and related tender offer for existing debt $150 million acquisition financing (Rule 144A secured notes offering)
    • – Private placement of approximately $70 million of secured notes and preferred stock
  • Represented a national homebuilder in the following:

    • – $300 million Rule 144A senior notes offering
    • – $50 million Rule 144A tack-on notes offering
  • Represented a casino and gaming company in Rule 144A $100 million senior notes offering

  • Represented a manufacturing company in its $30 million sale to private equity firm

  • Represented a private investment firm in the acquisition of multiple machine lubrication businesses

  • Represented an investor group in connection with the acquisition of a minority interest in a national sports franchise

  • Represented a private equity fund in the acquisition of an automotive chemicals company

  • Represented an environmental services company in several roll-up acquisitions

Credentials

  • Georgia State University College of Law, Juris Doctor,
    magna cum laude
    • Editorial Board, Georgia State University Law Review
  • University of Wisconsin-Madison, Bachelor of Arts
  • State of Georgia 2006
    • State Bar of Georgia
    • American Bar Association
    • Society for Corporate Governance

Recognition

  • Georgia “Super Lawyers Rising Stars,” Securities & Corporate Finance (2010, 2012)

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