Jonathan P. Rochwarger

Partner, New York

Biography

Overview

Jonathan P. Rochwarger is a partner at White & Case, and a member of the Firm’s Capital Markets Practice.

Jonathan’s practice focuses on capital markets and corporate finance transactions, and advising clients on complex securities law issues and corporate governance matters.

Jonathan has broad experience representing US and non-US issuers and underwriters in a wide variety of public and private debt and securities offerings. He also has significant experience advising on domestic and cross-border M&A transactions.

Jonathan also regularly advises companies and their boards of directors on a broad range of public company reporting and disclosure, corporate governance, stock exchange, liability management and general corporate matters. Prior to entering private practice, Jonathan was a staff attorney with the Enforcement Division of the SEC.

Bars and Courts
New York State Bar
Education
JD
Benjamin N. Cardozo School of Law
BA
Yeshiva University
Languages
English

Experience

Jonathan’s experience prior to joining White & Case includes:

Capital Markets

Jonathan represented the Issuers or Underwriters in the following public offerings:

  • US$690 million IPO and concurrent US$510 million forward purchase agreements private placement of CF Corporation
  • US$690 million IPO of Churchill Capital Corp. II (representation of Citigroup as underwriter)
  • US$440 million IPO and concurrent US$35 million forward purchase agreements private placement of Collier Creek Holdings
  • US$172.5 million IPO of LGL Systems Acquisition Corp. (representation of Jefferies LLC as underwriter)
  • US$400 million IPO of Diamond Eagle Acquisition Corp.
  • US$287.5 million IPO and concurrent US$190 million forward purchase agreements private placement of New Frontier Corporation
  • US$225 million IPO of Graf Industrial Corp.
  • US$250 million IPO of Landcadia Holdings, Inc.
  • US$325 million IPO of Platinum Eagle Acquisition Corp.
  • US$500 million IPO of Double Eagle Acquisition Corp.
  • US$125 million IPO of ROI Acquisition Corp. II
  • US$325 million IPO of Silver Eagle Acquisition Corp.
  • US$190 million IPO of Global Eagle Acquisition Corp.
  • US$50 million IPO of 57th Street General Acquisition Corp. (representation of Morgan Joseph as underwriter)
  • Represented Global Eagle Entertainment Inc. (Nasdaq: ENT) in multiple debt and equity (primary and secondary) offerings, including US$190 million underwritten follow-on offering of common stock, US$82.5 million Rule 144A offering of convertible senior notes and US$50 million underwritten secondary offering of common stock
  • Represented Waitr Holdings Inc. (Nasdaq: WTRH) in a US$50 million equity underwritten follow-on offering and multiple debt financings
  • Represented Valassis Communications, Inc. (NYSE: VCI) in multiple debt offerings and financings, including US$540 million Rule 144A and Regulation S offering of senior notes and US$260 million Rule 144A and Regulation S offering of senior notes
  • Exchange offers for Waitr Holdings Inc. (Nasdaq: WTRH) and Global Eagle Entertainment Inc. (Nasdaq: ENT)

Mergers & Acquisitions

  • Represented Diamond Eagle Acquisition Corp. (Nasdaq: DEAC) in its US$3.3 billion business combination with DraftKings Inc. and SBTech (Global) Limited
  • Represented CF Corporation (Nasdaq: CFCO) in its acquisition of Fidelity & Guaranty Life (NYSE: FGL) for US$2.2 billion in cash and assumption of debt and related initial listing on the NYSE of common stock of combined company FGL Holdings (NYSE: FG)
  • Represented Boxwood Merger Corp. (Nasdaq: BWMC) in its pending acquisition of Atlas Intermediate Holdings LLC for US$617 million
  • Represented New Frontier Corp. (NYSE: NFC) in its US$1.44 billion business combination with United Family Healthcare
  • Represented Platinum Eagle Acquisition Corp. (Nasdaq: EAGL) in its acquisition of Target Logistics Management, LLC and RL Signor Holdings, LLC for US$1.4 billion and related acquisition financing
  • Represented GTY Technology Holdings Inc. (Nasdaq: GTYH) in its US$800 million business combination with Bonfire Interactive Ltd., CityBase, Inc., eCivis Inc., Open Counter Enterprises Inc., Questica Inc. and Sherpa Government Solutions LLC
  • Represented Landcadia Holdings, Inc. (Nasdaq: LCA) in its acquisition of Waitr Incorporated for US$545 million and related acquisition financing
  • Represented Waitr Holdings Inc. (Nasdaq: WTRH) in its acquisition of Bite Squad.com, Inc. for US$300 million and related acquisition financing
  • Represented Global Eagle Entertainment Inc. (Nasdaq: ENT) in its acquisition of Emerging Markets Communications for US$510 million
  • Represented Double Eagle Acquisition Corp. (Nasdaq: EAGL) in its acquisition of Williams Scotsman International, Inc. for US$1.1 billion and related acquisition financing
  • Represented Silver Eagle Acquisition Corp. in its US$1.3 billion business combination with Videocon d2h Limited and related initial listing of ADSs (Nasdaq: VDTH)
  • Represented Global Eagle Entertainment Inc. (Nasdaq: ENT) in its US$430 million business combination with Row 44, Inc. and Advanced Inflight Alliance AG
  • Represented Valassis Communications, Inc. (NYSE: VCI) in multiple M&A transactions, including US$1.2 billion acquisition of ADVO, Inc. (NYSE: AD)
  • Represented JWC Acquisition Corp., sponsored by an affiliate of J.W. Childs Associates, L.P., in its US$500 million business combination with Tile Shop, LLC and the initial listing of common stock on Nasdaq of Tile Shop Holdings, Inc. (Nasdaq: TTS)
  • Represented Management of Tommy Hilfiger Corporation (NYSE: THC) in US$1.6 billion sale of company to Apax Partners
  • Represented IESI Corporation in its sale for US$1.1 billion to BFI Canada Income Fund (TSE: BFC.UN) and proposed initial public offering (subsequently converted to sale transaction)

 

Publications

"Earnings Call Practices: How Does Your Company Compare to Others?" January 2015

"Newly Enacted JOBS Legislation Should Encourage Initial Public Offerings," April 2012

"SEC Staff Limits Ability of Foreign Issuers to Submit Draft Filings on Confidential Basis," December 2011

"SEC Approves More Rigorous Listing Requirements of the Major U.S. Stock Exchanges for Reverse Merger Companies," November 2011