Elliott M. Smith

Partner, New York

Biography

Overview

Elliott Smith is a partner at White & Case, and a member of the Firm's Capital Markets Practice.

Elliott’s practice focuses on advising clients on corporate and securities matters, including IPOs, follow-on offerings and private placements of debt and equity securities. Elliott has particular experience representing SPACs and their sponsor teams in IPOs and back-end business combinations. 

Elliott also advises public companies on corporate governance matters and compliance with federal securities laws, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Bars and Courts
New York State Bar
Education
JD
The Catholic University of America

Columbus School of Law

BA
San Francisco State University
Languages
English

Experience

Elliott's experience prior to joining White & Case includes: 

Securities Offerings – Issuer's Counsel

  • An aggregate of US$2.0 billion in senior notes offerings for a New York Stock Exchange (NYSE)-traded international producer of wine, beer and spirits
  • US$690 million initial public offering (IPO) of CF Corporation (Nasdaq: CFCO) 
  • US$500 million IPO of Double Eagle Acquisition Corp.
  • US$325 million IPO of Platinum Eagle Acquisition Corp. (Nasdaq: EAGL)
  • US$300 million IPO of Silver Eagle Acquisition Corp.
  • US$250 million IPO of Landcadia Holdings, Inc. (Nasdaq: LCA)
  • US$240 million IPO of AR Capital Acquisition Corp (Nasdaq: AUMA)
  • US$150 million IPO of Levy Acquisition Corp. (Nasdaq: LEVY)
  • US$125 million IPO of ROI Acquisition Corp. II (Nasdaq: ROIQ)
  • US$190 million follow-on offering for Global Eagle Entertainment Inc. (Nasdaq: ENT)
  • US$95 million follow-on offering for AG Mortgage Investment Trust, Inc. (NYSE: MITT)
  • US$550 million private placement of senior notes for NYSE-traded global developer of solar photovoltaic systems followed by a registered exchange offer on Form S-4
  • US$310 million private placement of high yield senior secured notes and warrants for a government IT contractor, followed by a registered exchange offer on Form S-4
  • US$148 million private placement of senior secured notes, shares, and warrants for a privately held biofuel manufacturing company
  • US$10 million rights offering to the existing security holders of Nasdaq-traded hotel real estate investment trust (REIT)

Securities Offerings – Underwriter's Counsel

  • Representation of UBS Securities LLC and Barclays Capital Inc., in connection with CIIG Merger Corp.'s in its US$250 million initial public offering
  • Representation of Cantor Fitzgerald & Co., in the US$200 million IPO of Mudrick Capital Acquisition Corporation (Nasdaq: MUDS)
  • Representation of Citigroup Global Markets Inc., Robert W. Baird & Co. Incorporated, and Piper Jaffray & Co. as joint book- running managers in the US$103 million public offering by the selling stockholders of Tile Shop Holdings, Inc. (Nasdaq: TTS)
  • Representation of Barclays Capital Inc. and UBS Securities LLC as joint book-running managers in the US$400 million public offering of senior notes issued by a NYSE-traded healthcare REIT
  • Representation of Cantor Fitzgerald & Co. and Credit Agricole Securities (USA) Inc. in the US$90 million continuous "at-the- market" equity offering of common stock of a NYSE-traded healthcare REIT
  • Representation of the underwriter in the U.S. IPO and multi-jurisdictional private placement of common shares of a satellite integrator involving the roll-up of two U.S.-based integrators and IT government contractors

Mergers & Acquisitions

  • Representation of Diamond Eagle Acquisition Corp. in its acquisition of DraftKings Inc. and SBTech, to become one public company, DraftKings
  • Representation of CF Corporation in its US$2.2 billion acquisition of Fidelity & Guaranty Life (NYSE: FGL)
  • Representation of Double Eagle Acquisition Corp. in its US$1.1 billion acquisition of Williams Scotsman International, Inc. (Nasdaq: WSC)
  • Representation of The ADT Corporation (NYSE: ADT) in its acquisition of Devcon Security from Golden Gate Capital 
  • Representation of Tyco International Ltd. (NYSE: TYC) and ADT in the acquisition of Absolute Security
  • Representation of Silver Eagle Acquisition Corp. in its US$330 million business combination with Videocon d2h Limited (Nasdaq: VDTH)
  • Representation of Global Eagle Acquisition Corp. (Nasdaq: ENT) in its US$430 million business combination in which it purchased Row 44, Inc., and 86 percent of the shares of Frankfurt-listed Advanced Inflight Alliance AG (GR: DVN1)
  • Representation of JWC Acquisition Corp. in its US$500 million business combination with Tile Shop Holdings, Inc. (Nasdaq: TTS) 
  • Representation of a Nasdaq-traded supplier of circuit protection products in its acquisition of a sensor technology company from Key Safety Systems, and its acquisition of an electronic control and protection company.
  • Representation of a NYSE-traded multinational industrial and consumer products company in a US$1 billion stock and asset purchase involving the transfer of assets in 32 countries
  • Representation of CSC, formerly Computer Sciences Corp. (NYSE: CSC), in its acquisition of BearingPoint's Brazilian operations