Robert L. Lawrence

Robert L. Lawrence

Attorney Profile

Top Rated Securities & Corporate Finance Attorney in New York, NY

Kane Kessler, P.C.
 | 666 Third Ave, New York, NY 10017
Phone: 212-541-6222
Fax: 212-245-3009
Selected To Super Lawyers: 2013 - 2019
Licensed Since: 1981
Education: Columbia Law School
Practice Areas:
  • Securities & Corporate Finance (60%),
  • Business/Corporate (40%)
Attorney Profile

Robert L. Lawrence is a co-managing partner of the firm and co-chairs the firm's Corporate and Securities and General Business practice groups. Mr. Lawrence is engaged in the practice of corporate, commercial and securities law. He represents public companies (New York Stock Exchange, NYSE Amex and NASDAQ listed companies) as well as private companies, venture capitalists, partnerships and individuals. Mr. Lawrence advises public companies, private companies and their respective owners, officers and directors and individuals in commercial, business, securities and personal matters.

Mr. Lawrence has extensive experience representing public and private companies (often serving as outside general counsel) in all types of mergers and acquisitions, including stock and asset transactions, tender offers and proxy contests for corporate control, joint ventures, licensing, numerous other complex business matters, Hart-Scott Rodino matters as well as negotiating executive  employment, shareholder and partnership agreements.  Mr. Lawrence also has significant experience in the general representation of public companies and their regulatory compliance with the various securities laws including preparation and filing of registration statements, periodic reports and other filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.

Mr. Lawrence has also represented lenders and borrowers in sophisticated asset based and other credit facilities involving secured and unsecured loans, and issuers and underwriters in initial and secondary public offerings of debt and equity securities in many diverse industries including the medical, retail, manufacturing, consumer goods, aerospace and defense and high technology industries.

In addition, Mr. Lawrence advises Boards of Directors and their Special Committees with respect to their fiduciary and other duties in connection with corporate governance issues, takeovers and similar matters.

 

About Robert Lawrence

Admitted: 1981, New York

Professional Webpage: http://www.kanekessler.com/our-attorneys/robert-l-lawrence/

Honors/Awards:

  • Elected to Phi Beta Kappa and Omicron Delta Kappa, Johns Hopkins University, 1976
  • Elected as a Fellow of the American Bar Foundation, 2016

Transactions:

  • Represented a global public company in its successful $79 million purchase of the securities of an American manufacturer of a wide range of bullets that are sued for precision target shooting, hunting and defense purposes.
  • Represented a NYSE global company in the successful completion of an incremental amendment to its secured senior credit facility, providing for a $1.2 billion and €650 million increase in term loans.
  • Represented a NYSE global company in the successful completion of a $750 million private offering of senior notes contemporaneously with a debt tender offer for $500 million of previously existing senior notes.
  • Represented a NYSE global Fortune 500 company in the successful acquisition of a private company in the home and network security Wi-Fi solution space.
  • Represented a public company in its $100 million acquisition of a consumer products, manufacturing and design engineering services business from a publicly traded private equity firm.
  • Represented a company in the law enforcement and safety products industry in connection with the sale of a subsidiary involved in the manufacture, sale and distribution of body-worn cameras and related data storage to a publicly traded company for a combination of cash and stock. Also represented the seller in its negotiations with the lenders in releasing the collateral securing the loans and consenting to the sale of the subsidiary.
  • Represented a NASDAQ-listed company that is focused on the outdoor and consumer industries in connection with its modified Dutch auction tender offer for the repurchase of shares of its common stock as part of an approved $30 million stock buyback program.
  • Represented a global public company in its successful completion of an asset-based senior secured credit facility, providing for a $75 million revolving credit line with JPMorgan Chase Bank and an uncommitted accordion feature providing an additional $75 million.
  • Represented a privately held biopolymer manufacturer in its equity raise of approximately $15 million and senior term loan financings of $30 million and subordinated term loan financings of $10 million.
  • Represented a NASDAQ-listed company in the refinancing of its $30 million revolving credit facility, $15 million term loan facility, and $10 million acquisition facility.
  • Represented a leading provider of diverse consumer products in the successful completion of a $250 million facilities increase under its senior credit facility.
  • Advised a hedge fund in a three-way proxy contest, resulting in the election of the hedge fund's nominee to the board of the target portfolio company.
  • Represented a provider of diverse consumer products in the successful completion of an amendment to its senior credit facility providing for refinancing certain ofits U.S. dollar term and U.S. and multicurrency revolver facilities.
  • Represented a major U.S. defense contractor in its acqisition by merger of a company that provides portable and flexible pilot and maintenance technician training products, as well as a flight school for prospective pilots, for an aggregate purchase price of approximately $54.5 million.
  • Represented a public company manufacturer and distributor of military and law enforcement products in its sale to a multinational defense contractor for $4.5 billion.
  • Represented a private equity investor in the $40 million acquisition of a majority interest in a manufacturer of mobile shelters and related equipment from an affiliate of a leading private equity investment firm and the founder of the company.
  • Represented a public company in the successful completion of the sale of a consumer products business for approximately $23 million.
  • Represented a NYSE-listed company in the successful completion of a public offering of approximately $775 million of common stock.
  • Successful resolution of a major sales tax audit for a hospitality industry company at less than 20% of original assessment.
  • Represented a global company in a successful incremental amendment to its secured senior credit facility, providing for a $200 million increase in term loans.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, professional and outdoor markets in its acquisition of a leading designer and manufacturer in the United Kingdom of personal protective apparel and specialist operational equipment, including body armor, ballistic helmets, shields, blankets and rifle plates for an aggregate cash purchase price of approximately $20 million.
  • Represented a private company in its acquisition of assets from a division of a private company in the textile industry for $6.75 million.
  • Represented a global public company in the repricing of its senior secured credit facility, including its $1.2 billion outstanding term loan facility and its $250 million revolving credit facility.  
  • Represented a NYSE - listed company in the successful completion of a Dutch tender offer to purchase up to $500 million of its own common stock.
  • Represented a global public company in the successful completion of a $690 million private offering of Senior Subordinated Convertible Notes.
  • Represented a group of equity funds restructure their operating agreements to address capital contribution deficiencies.
  • Represented a NYSE-listed company in the successful acquisition of a consumer products company for an enterprise value of approximately $1.5 billion.
  • Represented a global public company in its successful $79 million purchase of the securities of an American manufacturer of a wide range of bullets that are used for precision target shooting, hunting and defense purposes.
  • Represented a NYSE-listed company in its $1.5 billion acquisition by merger of a public company with an international portfolio of various leading brands and consumer product categories in outdoor sports equipment, apparel and accessories.
  • Represented a public company in the completion of its $265 million private offering of senior subordinated convertible notes.
  • Represented a public company in the successful disposition of a retail business.
  • Represented a NASDAQ - listed global supplier of innovative active outdoor performance equipment and apparel in the successful completion of its approximately $84 million sale of its wholly-owned subsidiary’s business of designing, manufacturing, marketing, distributing and selling technical, alpine,backpacking, hiking, mountaineering and active trail products and accessoriesas well as outdoor-inspired lifestyle bags.
  • Represented an outside professional fundraiser in its negotiation, registration and launch of a multimillion-dollar fundraising campaign benefiting an Ivy League university medical program.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, professional and outdoor markets in the successful completion of its two-step acquisition of a leading distributor of firearm accessory products including holsters and components. A portion on the aggregate $24 million acquisition price was paid to the target company's principal as consideration for acquiring goodwill.
  • Represented a private company in the successful acquisition of a consumer products business from a NYSE global Fortune 500 company.
  • Represented a public company in its simultaneous acquisition of two privately-owned companies in the outdoor sports and recreation industry for an aggregate purchase price of $135 million.
  • Represented a NASDAQ-listed company in the completion of an underwritten public offering of $63 million of its common stock.
  • Represented a manufacturer of protective products and equipment primarily for law enforcement and the military in its successful acquisition of a British Columbia-headquartered manufacturer of lifesaving equipment for recreational, military, law enforcement and industrial users in the marine and aviation environments for approximately $25 million.
  • Represented an NYSE-listed company in the successful acquisition for approximately $350 million of a worldwide consumer products company.
  • Represented a restaurant group in raising convertible debt for the expansion of a fast/casual dining concept.
  • Represented an activist hedge fund specializing in small-cap value investments in a bitterly fought proxy contest resulting in the election of both of its independent director candidates to the board of directors of Omega Protein Corporation at its Annual Meeting of Stockholders, with each of the fund's two director nominees receiving an unprecedented 80% of the votes cast.
  • Represented a global company in the successful completion of an amendment to its secured senior credit facility, providing for a USD $680 million and 630 million euro increase in term loans.
  • Represented a private equity investor in its $114 million acquisition from a major U.K. based public company defense contractor of its wholly-owned U.S. subsidiary that designs, manufacturers and markets duty gear and related products for law enforcement and commercial markets.
  • Represented a private equity investor in its completion of a $45 million senior secured revolving credit facility with a major money center international bank and a $50 million subordinated mezzanine term loan facility with a leading private equity firm, including a $12.5 million equity investment in the company by an affiliate of the private equity firm.
  • Represented a NYSE-listed company in the completion of a cash tender offer of all of its $300 million outstanding senior notes and the solicitation of consents from the holders to adopt certain amendments to the related Indenture.
  • Represented a NYSE-listed company in the negotiation and establishment of a $2.35 billion secured financing commitment in connection with the acquisition of a worldwide provider of agrochemical and biological products.
  • Represented a NYSE global company in the successful completion of a $1.1 billion and €350 million private offering of Senior Notes.
  • Represented a venture capital sponsor in a $5.5 million equity raise and its investment in two sports technology companies.
  • Represented a private equity firm in completing a follow-on working capital financing for one of its portfolio companies in the wholesale produce business in Georgia secured by a mortgage on related real property.
  • Represented a NASDAQ-listed company in its $45 million acquisition of a Swedish developer and manufacturer of protective gear for action sports athletes. 
  • Successful completion of a $1.2 billion secured bank refinancing of a NYSE - listed company.
  • Represented a global public company in the successful completion of a $265 million private offering of Senior Subordinated Convertible Notes.
  • Successful completion of a $50 million tax-advantaged investment in commercial solar power projects for a family wealth management office.
  • Represented a public company listed on NADAQ that is a provider of innovative active outdoor performance equipment and apparel in the sale of certain of its subsidiary companies that are in the business of providing safety and protection products for gravity sport athletes for $65 million, subject to customary purchase price adjustments, to a portfolio company of a private equity firm with over $10 billion of total assets under management.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, professional and outdoor markets in its acquisition of a public Canadian company that is a leading body armor manufacturer in Canada and listed on the TSX Venture Exchange for an aggregate cash purchase price of approximately $12 million.
  • Represented a private investor group in its acquisition of an outdoor backpacking company from a public company for $14 million.
  • Represented a NASDAQ-listed company in its $10 million acquisiton of an Austrian designer and marketer of avalanche beacons and snow safety products.
  • Represented a NYSE – listed company complete a $300 million facilities increase under an existing senior credit facility.
  • Represented a private defense manufacturing company in the successful negotiation and closing of a $160 million subordinated term loan facility and sale of $10 million of preferred stock and warrants to an affiliate of the Blackstone Group.
  • Represented a strategic partner in his acquisition of a multi-tiered equity interest in a national title insurance company.
  • Represented a NYSE-listed global company in the successful completion of a $500 million public offering of common stock.
  • Represented an industrial technology company in the negotiation of a $10 million joint development agreement with a Fortune 500 company for the development of intellectual property rights in the food and beverage packaging industry, including an equity investment by the Fortune 500 Company in the technology company.
  • Represented a NYSE-listed company in its acquisition for approximately $200 million of a leading manufacturer and distributor of firelogs, firestarters and related products in the U.S. and Canada.
  • Represented a leading provider of diverse consumer products in its completion of a $250 million facilities increase under its senior credit facility.  
  • Represented a client in its successful completion of the acquisition of a wholly-owned U.S. subsidiary of a major U.K.-based public company that designs, manufactures and markets duty gear and related products for law enforcement and commercial markets. The closing was a culmination of a competitive auction process in which we represented our client through the auction bidding process, as well as the negotiation of the definitive purchase agreement with the seller. The purchase price for the acquisition was $114 million, subject to certain adjustments, including working capital. Our banking and finance teams assisted the client in the simultaneous closings of financing transactions, including a $45 million senior secured revolving credit facility with Bank of America and a $50 million subordinated mezzanine term loan facility with an affiliate of the Blackstone Group. We also represented our client in closing a $10 million investment in preferred stock and warrants, and a $2.5 million investment in common stock by an affiliate of the mezzanine lender.
  • Represented a provider of diverse consumer products in the successful completion of the redemption of $275 million of senior subordinated notes.
  • Represented a multiconcept restaurant group with respect to its raising of venture capital equity, related venture financing, and related structuring and leasenegotiation in connection with the launch of its first fast-casual restaurantconcept in New York City.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, professional and outdoor markets in thesuccessful completion of its $15 million asset acquisition of a leading distributor of equipment and uniforms for law enforcement and public safety professionals in the Carolinas.
  • Represented a NYSE global Fortune 500 company in the successful acquisition of a private company in the home and network security Wi-Fi solution space.
  • Represented a leading fishing products manufacturer and distributor in the sale of certain fishing line businesses.
  • Represented a public company in its repurchase of an aggregate of $250 million of its common stock under an accelerated stock purchase agreement.
  • Assisted a private equity investor in negotiating, documenting and closing an acquisition of a majority interest in a manufacturer of mobile shelters and related equipment from an affiliate of a leading private equity investment firm and the founder of the company for an aggregate purchase price of approximately $41 million. We also negotiated and closed a $25 million term loan credit facility to finance the acquisition and a $10 million credit facility for future acquisitions.
  • Represented a global public company in the successful completion of an amendment to its senior credit facility providing for incremental increases to term and revolver facilities in dollars and euros.
  • With the support from its Intellectual Property and Real Estate practice groups, represented an internationally known restaurant owner and operator in the successful sale to a private equity fund of a 50% interest in the group, which included a financing commitment for future expansion, in transactions worth in excess of $100 million.
  • Represented a private investor in the purchase of an innovative electronic waste recycling company by a newly-formed Delaware public benefit corporation (PBC) fur an aggregate consideration of approximately $580,000, including debt.  Recapitalized the PBC and restructured its intellectual property ownership post-closing to maximize tax efficiency.
  • Represented a NYSE global company in the successful completion of an incremental amendment to its secured senior credit facility, providing for a USD $1.2 billion and 650 million euro increase in term loans.
  • Represented a private manufacturer of protective products and equipment primarily for the law enforcement, military and commercial markets in its $25 million acquisition of a Canadian headquartered manufacturer of lifesaving equipment for recreational, military, law enforcement and industrial users in the marine and aviation environments.
  • Represented a private equity investor in a $25 million term loan credit facility to finance the acquisition of a manufacturing company in military hard goods and a $10 million credit facility for future acquisitions.
  • Represented a global public company in the successful completion of the repricing of its senior secured credit facility, including its $1.2 billion outstanding term loan facility and its $250 million revolving credit facility.
  • Represented a healthcare and bioscience investment fund in a successful activist campaign against a medical device company, which resulted in new, independent directors being added to the company’s board of directors and the company’s entrenched CEO resigning his office and board seat.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, military, professional and outdoor markets in the successful completion of its approximately $14.5 million acquisition of aleading distributor of equipment and uniforms for public safety professionals.
  • Represented a NYSE global Fortune 500 company in the successful sale to another NYSE company in a deal having an enterprise value in excess of $21 billion.
  • Represented a private equity firm in the structuring of a joint venture to purchase a multi-family residential property in New York City and the financing of the acquisition thereof.
  • Represented a private manufacturing company and its subsidiaries in the acquisition of Canadian assets and U.S. equity interests of businesses engaged in the manufacture, sale and marketing of protective products and safety equipment from an affiliate of a private equity firm for $92 million.
  • Successful auction of a division of a multibillion dollar defense company.
  • Represented a public company in connection with the repurchase of an aggregate of $250 million of common stock pursuant to an Accelerated Stock Purchase Agreement.
  • Advised an activist investor in having his candidate appointed to the board of a NYSE - listed company.
  • Represented a private equity fund in the successful acquisition of a bourbon distillery.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, professional and outdoor markets in the refinancing of its credit facilities with major money center banks, providing for a $50 million revolving credit loan facility and a $279 million term loan facility.
  • Represented a public company in its acquisition of several European companies engaged in manufacturing, marketing and distributing various components used in the defense industry for prices ranging from $20 million to $50 million.
  • Represented a manufacturer of protective products and equipment in its purchase of assets related to the manufacturing of body armor, carriers, flight suits and related products from a Lithuanian manufacturer.
  • Represented a NASDAQ-listed company in its successful public offering with a national underwriter of 8,912,500 shares of its common stock (including the exercise in full of the underwriters’ over allotment option shares) with net proceeds to the company, after underwriters’ discounts, of approximately $63.4 million.
  • With the support of our Intellectual Property, Real Estate, Labor and Employment, and Litigation practice groups, represented Safariland, LLC, and certain of its subsidiaries in the acquisition of Canadian assets and U.S. equity interests of the explosive ordnance device and crew survivability businesses of Allen-Vanguard Corporation, which was owned by Versa Capital Management LLC, a private equity firm.  
  • Advised a hedge fund in a proxy contest resulting in the election of the hedge fund's nominee to the board of directors of one of its portfolio companies.
  • Represented a provider of diverse consumer products in the successful completion of a $300 million private offering of senior notes.
  • Represented an industgrial technology company in the negotiation of a $5 million senior secured term loan for working capital and plant expansion purposes.
  • Represented a NYSE-listed company in its $70 million acquisition of a leading manufacturer of premium, air-filled bedding products.
  • Represented a NYSE-listed company in its completion of a cash tender offer of all of its $300 million outstanding senior notes and the solicitation of consents from the note holders to amend the related indenture.
  • Represented a partner of multibillion dollar investment management organization in the withdrawal of his partnership interest from the fund.
  • Represented an NYSE-listed company in the successful completion of a $750 million facilities increase under its senior credit facility.
  • Represented a restaurant group in its private placement of equity, commercial debt financing, lease negotiation and commercial matters in connection with its funding and opening of its newest restaurant in South Florida.
  • Represented a leading global provider of a diverse range of safety and survivability products designed for the public safety, professional and outdoor markets in the successful completion of its $12 million acquisition of a leading provider of body worn video cameras and data management solutions.  
  • Represented a global diversified investment firm in its $3 million purchase of a convertible promissory note and Series A Preferred Units from a developer of prefabricated modular solutions for residential and commercial buildings, together with a follow on investment of an additional $2.5 million purchase of a convertible promissory note.
  • Represented a NYSE-listed company in its acquisition of a leading manufacturer and distributor of air purifiers, humidifiers, heaters and fans for approximately $600 million in cash and common stock.
  • Represented a NYSE-listed company in the completion of a public offering of $775 million of its common stock.
  • Represented a public company in the successful acquisition from a publicly traded private equity firm of a consumer products, manufacturing and design engineering services business for approximately $100 million.
  • Represented a provider of diverse consumer products in the successful completion of a €300 million private offering of Senior Notes.
  • Represented a startup e-commerce and social media business in its structuring and closing of a $1 million+ convertible note offering with angel investors, the hiring of its initial executive team and the launch of its website and business.
  • Represented a publicly-held company in the sale of its gel technology business (with applications in business lines including orthopedics, prosthetics, health and beauty aids) in an asset sale for approximately $4.25 million to a private equity fund.
  • Represented a NYSE global company in the successful completion of a $750 million private offering of senior notes contemporaneously with a debt tender offer for $500 million of previously existing senior notes.
  • Represented a Fortune 500 company in its acquisition of a consumer products company from a private equity firm for $200 million.
  • Represented a private manufacturing company of protective products and equipment in the completion of a $160 million subordinated term loan facility and the sale of $10 million of preferred stock and warrants to an affiliate of a leading private equity firm.
  • Represented a manufacturer of protective products and equipment primarily for law enforcement and the military in its successful purchase from a Lithuanian manufacturer of assets related to the manufacturing of body armor, body armor carriers, flight suits, survival suits and related products.
  • Represented a global public company in a successful incremental amendment to its secured senior credit facility increasing its term loans by an additional $300 million of term loans.
  • Represented a provider of rapidly deployable expeditionary equipment in the successful completion of its approximately $36 million sale of substantially all of its assets to a leading provider of solutions for government, military, commercialand industrial customers.
  • Represented a consortium of angel investors in its $1 million investment and reorganization of an emerging sports footwear company.
  • Represented a start-up private company in the successful completion of a new loan facility.

Educational Background:

  • Columbia University School of Law (J.D.,1980)
  • Johns Hopkins University (B.A., with honors, 1976)

Industry Groups

  • Advertising
  • Apparel And Footwear
  • Art
  • Biotechnology And Life Sciences
  • Capital Markets
  • Commercial
  • Commercial Production And Public Relations
  • Computers
  • Construction
  • Consumer Products
  • Cooperatives And Condominiums
  • Defense Technology
  • Direct Response Marketing And Sales
  • Entertainment
  • Film And Television
  • Food Products And Packaging
  • Footcare
  • Handbags And Accessories
  • Healthcare And Personal Care Products
  • Hospitality
  • Independent Film Production
  • Insurance
  • Internet
  • Law Enforcement And Personal Security Products
  • Military
  • Orthotics
  • Outdoor Recreational Products And Sporting Goods
  • Pet Products
  • Publishing
  • Real Estate (Commercial And Residential)
  • Residential And Industrial Lending
  • Retail And Luxury Goods
  • Software
  • Textiles
  • Toys And Games
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Office Location for Robert L. Lawrence

666 Third Ave
New York, NY 10017

Robert L. Lawrence:

Last Updated: 10/9/2019

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