Corporate and Securities

Darren Skinner is a partner resident in the Washington, DC office and co-chair of Arnold & Porter's Hiring Committee. He focuses his practice on corporate and securities matters. He has participated in the firm's representation of private and sovereign clients in the United States, Latin America, the Caribbean, Europe, and Asia in connection with a variety of transactions that include capital markets offerings and private placements (including private equity and venture capital investments), mergers and acquisitions, project financings, debt restructurings, and investment fund and new venture formations.

Mr. Skinner has advised issuers, selling securityholders, investors, underwriters, and placement agents in public offerings and private placements covering equity, debt, and hybrid securities, including IPOs, follow-ons, registered directs, secondaries, exchange offers, and unregistered transactions pursuant to Regulation D, Regulation S, and Rules 144 and 144A under the Securities Act. He has also represented buyers, sellers, and special committees of boards in a wide range of mergers and acquisitions transactions, including stock and asset deals, mergers, and reorganizations. In addition, Mr. Skinner regularly counsels clients on a range of corporate and securities laws compliance matters, including Securities Exchange Act reporting and corporate governance issues.

Clients represented by Mr. Skinner operate in a variety of industries, including, among others, telecommunications, information technology, financial services, real estate, government contracting, and transportation. Mr. Skinner is listed on BTI Consulting Group's Client Service All-Star Team for Corporate Transactions (2008), which, based on a survey of corporate counsel at large and FORTUNE 1000 companies, identifies a very limited number of US attorneys who provide superior client service in corporate transactions.

Corporate and Securities Representative Matters

Examples of Mr. Skinner's experience include the following representations:

Securities Offerings and Placements

• Newly formed unlisted business development company with respect to its shelf-registered continuous public offering of up to US$1.5 billion in initial offering price of common stock.
• The government of a Caribbean nation with respect to:
  • The issuance and sale by its statutory port authority in a private placement in the United States of US$67 million in aggregate principal amount of senior government guaranteed bonds;
  • The proposed issuance by its national infrastructure development company in a private placement in the United States of US$73 million in aggregate principal amount of project bonds to finance the development and construction of a government ministry office complex.
• Exchange-listed business development company and alternative asset manager in its underwritten public offering of US$500 million in aggregate principal amount of debt securities.
• FORTUNE 500 industrial company in a multimillion-dollar convertible preferred stock investment in a provider of electric utility software and system solutions.
• Multinational provider of private telecommunications network and Internet services in:
  • US$650 million, in aggregate, of 144A high-yield debt placements and subsequent Securities and Exchange Commission registered exchange offers;
  • US$195 million initial public offering and concurrent US$40 million private placement of common stock;
  • US$125 million convertible preferred stock issuance to various private equity investors.
• Cayman Islands-based investment management firm in the formation of, and up to US$150 million private placement of shares in, an exchange-listed African single country interval fund.

Financing/Investment Transactions

• In-Q-Tel, an independent venture capital firm established by the US government to identify and deliver technology solutions to support the missions of the CIA and the broader US intelligence community, in numerous investment transactions involving early-stage technology companies.
• The government of a Caribbean nation with respect to a US dollar/Japan yen currency swap transaction between its national water and sewerage authority and Citibank, N.A.
• Global energy solutions developer in connection with structuring and negotiating agreements with the Philippines government-owned power company relating to the developer's proposal to rehabilitate and upgrade existing Philippines hydroelectric power plants and related civil structures, to design, construct and commission a new hydroelectric plant, and operate and maintain the combined complex.

M&A, Combination, and Restructuring Transactions

• Walker & Dunlop, Inc., an NYSE-listed commercial real estate finance company, in connection with its US$220 million acquisition of CW Capital LLC from affiliates of Fortress Investment Group LLC for a combination of cash and Walker & Dunlop common stock.
• Online gaming software developer in a multimillion-dollar asset disposition to a diversified entertainment company.
• Leading global aerospace company and manufacturer of commercial jetliners and military aircraft in connection with the multimillion-dollar sale of all of the outstanding capital stock of its information and systems integration services subsidiary.
• Purchaser in multimillion-dollar subordinated debt and preferred units issuance and concurrent acquisition of natural gas and alternative fuels company.
• Sole stockholder of a privately held federal defense contractor in a multimillion-dollar, all cash sale of that company to a US subsidiary of a diversified international media company.
• Major regional banking and financial services company in structuring and negotiating a joint venture with a growth equity and mezzanine investment adviser to provide asset management services for high net worth investors.
• Reorganized debtor in complex multiparty transactional aspects of restructuring of US$1.0 billion in indebtedness under Chapter 11 plan of reorganization.