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David A. Rivard Counsel

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Richmond T +1 804 775 1161 F fax +1 804 440 7726
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David’s practice focuses primarily on compliance with federal securities laws, securities offerings and other capital markets transactions, corporate governance matters and mergers and acquisitions and other corporate transactional matters.

He has assisted issuers with registered offerings and private placements of debt, equity, hybrid and mandatorily convertible securities and also advised public companies of all sizes and in a variety of industries on SEC reporting and compliance matters and corporate governance issues. He has also assisted in representing corporate borrowers in connection with both secured and unsecured credit facilities.

Following law school, David clerked for the Honorable Jerome B. Friedman of the United States District Court for the Eastern District of Virginia. While at the University of Richmond School of Law, David was a John Marshall Scholar and served on the University of Richmond Law Review.

Experience

  • Representation of public companies in the energy, furniture, cabinetry, specialty chemical and other industries in connection with the preparation and filing of current and periodic reports and annual meeting proxy statements and in other governance and securities matters.
  • Representation of beneficial owners in the preparation and filing of Section 13 and Section 16 beneficial ownership reports.
  • Representation of a NASDAQ-listed manufacturer of kitchen and bath cabinets in a $1.08 billion strategic acquisition and a related private placement of $350 million of high-yield senior notes.
  • Representation of a NYSE-listed specialty chemical company in its $180 million strategic acquisition of an operating company in Mexico.
  • Representation of a NYSE-listed company in an international restructuring involving subsidiaries located throughout Europe, Asia and South America.
  • Representation of a NASDAQ-listed furniture manufacturer in the sale of substantially all of its assets and the preparation of the related proxy statement.
  • Representation of a NYSE-listed energy company in connection with an approximately $1.5 billion common stock forward-sale transaction.
  • Representation of a NYSE-listed specialty insurance company in connection with registered offerings of a total of $1.1 billion of senior notes and a related tender offer for outstanding senior notes.
  • Representation of a NYSE-listed energy company and certain of its subsidiaries in registered offerings and private placements of an aggregate of approximately $15 billion of senior notes.
  • Representation of a NYSE-listed energy company in connection with registered offerings of an aggregate of $3.25 billion in mandatorily convertible securities, the remarketing of the related debt securities and the settlement of the related stock purchase contracts.
  • Representation of a NASDAQ-listed holding company primarily engaged in the regulated sale and distribution of natural gas in filing a shelf registration statement on Form S-3 and a subsequent registered offering of $16 million in common stock.
  • Representation of a NYSE-listed energy company in connection with registered offerings of a total of $1.485 billion of hybrid securities.
  • Representation of a NYSE-listed issuer in connection with common stock “bought deals” of approximately $750 million and $200 million.
  • Representation of selling stockholders in an underwritten offering of $56 million of common stock of a NYSE-listed pharmaceutical company.
  • Representation of a NYSE-listed energy company in connection with the establishment of a $1 billion “at-the-market” common stock offering program.
  • Representation of a NYSE-listed public utility company in a registered offering of $250 million of senior notes.
  • Representation of an intermediate holding company for regulated natural gas operating entities in a private placement of $250 million in Euro-denominated senior notes listed on the Irish Stock Exchange.
  • Representation of a NASDAQ-listed issuer in the establishment of a $50 million “at-the-market” common stock offering program.
  • Representation of the distribution agents in a $50 million “at-the-market” common stock offering program for a NASDAQ-listed industrial service company.
  • Representation of an intermediate holding company for regulated natural gas operating entities in an A/B exchange offer for $1.2 billion in senior notes.
  • Representation of affiliated public reporting REITs in mergers with an aggregate value of approximately $4.5 billion and in the preparation of related registration statements on Form S-4.
  • Representation of a NYSE-listed energy company in connection with a $5 billion revolving credit facility.
  • Representation of a NYSE-listed broadcast media company in connection with its entry into a $945 million senior secured credit facility.

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