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Keith Townsend specializes in representing public and private companies with respect to mergers and acquisitions, capital markets transactions and governance matters.  Keith co-leads King & Spalding’s Global Corporate Practice.  In addition, Keith serves on our Managing Policy Committee.

Keith has substantial experience working on a broad range of public company M&A transactions, including stock-for-stock strategic mergers, tender offers, spin-offs, cross-border transactions, statutory cash mergers and divestitures, and SPAC mergers. In addition, Keith has significant experience representing special committees in connection with going private and other conflict of interest transactions.

Keith also has significant experience representing issuers in IPOs and offerings of debt, preferred stock and hybrid securities. Specifically, Keith’s capital markets experience includes initial public offerings, secondary offerings, “shelf” offerings, “at-the-market” offerings and Rule 144A offerings, as well as private placement transactions, tender offers, exchange offers, consent solicitations and other corporate reorganization and liability management transactions.

Keith has extensive experience in advising boards and the C-suite for public company clients on governance issues, Securities and Exchange Commission reporting and disclosure requirements, activism and other corporate and securities matters.

Keith has been recognized by Chambers USA, M&A Advisor, Super Lawyers and Best Lawyers. In addition, Keith was named Most Effective Deal-Maker by the Daily Report and recognized by BTI Consulting Group as a Client Service All-Star. 

Full Bio

Credentials

J.D., University of Virginia, Order of the Coif

B.A., The University of Tennessee, summa cum laude, Phi Beta Kappa

Georgia

State Bar of Georgia

Matters

M&A

Advised Kodiak Gas in its acquisition of CSI Compresso LP in an all-stock merger valued at approximately $854 million

Advised EVE Partners in connection with the merger of its portfolio company Omni Logistics with Forward Air Corporation in a cash-and-stock transaction

Advised Mativ Holdings, Inc. in the sale of its Engineered Papers business

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Matters

M&A

Advised Kodiak Gas in its acquisition of CSI Compresso LP in an all-stock merger valued at approximately $854 million

Advised EVE Partners in connection with the merger of its portfolio company Omni Logistics with Forward Air Corporation in a cash-and-stock transaction

Advised Mativ Holdings, Inc. in the sale of its Engineered Papers business

Advised US Xpress in $800 million sale to Knight-Swift

Advised Evo Payments in $4 billion sale to Global Payments

Advised Exterran Corp. in $1.5 billion merger with Enerflex Ltd.

Represented Mastercraft Boats in connection with the acquisition of Nauticstar

Advised Schweitzer-Mauduit International, Inc. in $3 billion merger of equals with Neenah Inc.

Advised Mailchimp in $12 billion acquisition by Intuit

Advised Riverview Acquisition Corp. on its $1.1 billion SPAC merger with Westrock Coffee

Represented Sharecare in $3.8 billion SPAC merger with Falcon Capital Acquisition Corp.

Advised Arbor Pharmaceuticals in connection with merger with Azurity Pharmaceuticals

Advised Sweetwater Sound in its sale to Providence Equity Partners

Represented Great American Outdoors Group (parent of Bass Pro Shops and Cabela’s) in proposed take private of Sportsman’s Warehouse

Advised Zaxby’s in sale of stake to Goldman Sachs Merchant Banking Division

Represented Lightning eMotors in $800 million SPAC merger with Gig Capital 3

Advised 21st Century Oncology in connection with $1.5 billion sale to GenesisCare

Represented Xerox in unsolicited offer and proxy contest for HP Inc.

Advised Columbia Properties in connection with $100 million acquisition of Normandy Real Estate Management

Advised Total System Services, Inc. in $54 billion merger of equals with Global Payments

Represented Transocean in $2.7 billion acquisition of Ocean Rig

Represented Transocean in $3.4 billion cross border acquisition of Songa Offshore

Represented ConocoPhillips in connection with $13.3 billion sale of Western Canada assets to Cenovus Energy

Represented Endochoice in $210 million sale to Boston Scientific

Represented Post Properties in $17 billion merger with Mid-America Apartment Communities

Advised Total System Services in its $2.3 billion acquisition of Transfirst

Represented Hanesbrands in connection with $600 million acquisition of Maidenform Brands, Inc. and $225 million acquisition of Gear For Sports

Represented Novelis in connection with its sale to Hindalco Industries for $6 billion

Capital Markets and Liability Management

Represented Millicom International Cellular S.A. on $450 million senior notes offering

Represented General Motors in connection with $10 billion multi-tranche Accelerated Share Repurchase Program

Represented ConocoPhillips in $2.7 billion notes offering with SMR feature to fund Surmont acquisition

Represented Cox Communications, Inc. in multiple offerings of over $2.5 billion of senior notes

Represented Satellogic Inc. in offer of floating rate convertible secured notes

Represented Piedmont in $400 million notes offering and $200 million “tack on” offering

Represented TruistBofA & Wells Fargo in $1.2 billion inaugural notes offering for Heico Corp to fund a material acquisition

Represented Nautilus, Inc. in connection with registered direct offering

Represented ConocoPhillips in $1.1 billion notes offering and concurrent waterfall tender offer for 7 series of outstanding notes

Represented Trane Technologies in $700 million inaugural post-spin notes offering

Represented General Motors in completing the offering of $2.25 billion aggregate principal amount "green bonds" consisting of $1 billion senior notes

Represented ConocoPhillips on private exchange offers over $3 billion of notes and on multiple cash tender offers for multiple tranches of debt aggregating over $5 billion

Worked with sponsors on multiple SPAC IPOs, including $250 million IPO of Riverview Acquisition Corp., $200 million IPO of BOA Acquisition Corp. and $625 million IPO of HCM Acquisition Corp.

Represented BofA Securities and several other Initial Purchasers in BlueLinx Holdings’ unregistered offering of $300 million aggregate principal amount of senior secured notes

Represented The RealReal on $250 million offering of convertible senior notes

Advised Genuine Parts on $500 million offering of senior notes

Represented Xerox in multiple offerings of over $1.7 billion of senior notes

Represented General Motors in multi-tranche $4 billion notes offering

Represented United Parcel Service in multiple offerings of over $12 billion of senior notes

Represented IFM Investors in $275 million senior secured notes offering

Represented EVO Payments Inc. in a $250 million “Up-C” IPO, multiple secondary offerings of approximately $350 million and $150 million preferred stock investment by Madison Dearborn Partners

Represented JW Aluminum in connection with the issue of $300 million of senior secured notes

Represented Americold Realty Trust in connection with its $942 million IPO

Represented Endochoice in its $100 million IPO

Represented Mastercraft Boats in connection with multiple following offerings

Advised Nivalis Therapeutics in its $88.5 million IPO

Represented Wingstop in its $125 million IPO and multiple follow on offerings

Represented Carter’s in multiple offerings of notes in excess of $1 billion

Represented SunTrust Banks, Inc. in various securities offerings, including: public offerings of $2.5 billion of common stock, over $1.5 billion of preferred stock, over $2.0 billion of trust preferred and other hybrid securities and over $4.0 billion of senior notes; and in a private offering for approximately $575 million under the Temporary Liquidity Guarantee Program

Represented underwriters Raymond JamesCitigroupStifelRBC Capital Markets and other underwriters in CatchMark Timber Trust, Inc.’s $140 million IPO and multiple follow on offerings raising proceeds in excess of $250 million

Represented Colonial Pipeline in multiple offerings of notes raising proceeds in excess of $2 billion

Advised Morgan Stanley and Raymond James in an underwritten public offering by Rayonier in connection with an acquisition with a gross transaction value of more than $300 million

Advised Brigade Capital in connection with Guitar Center’s exchange offer and consent solicitation for $325 million of outstanding senior notes and related support agreement

Represented Post Properties, Inc. in multiple offerings of senior notes for aggregate proceeds of approximately $785 million, a common stock offering for aggregate proceeds of approximately $75 million and in a tender offer for $150 million of senior notes

Represented Jack Cooper in connection with multiple liability management transactions, including private exchange offer transactions for an aggregate of approximately $525 million of outstanding senior secured notes and PIK Toggle notes

Represented Novelis Corporation in connection with multiple offerings of over $3.5 billion of senior notes and related tender offers and liability management transactions

Represented Acuity Brands in connection with multiple offerings of senior notes raising proceeds of over $850 million

Represented Georgia Pacific in connection with multiple offers of senior notes for aggregate proceeds in excess of $2 billion

Represented Total System Services in multiple offerings of service notes raising proceeds in excess of $3.5 billion

Represented Hanesbrands in connection with multiple offerings of over $1.4 billion of senior notes

Represented Cousins Properties, Post Properties, CatchMark Timber Trust and Piedmont in multiple offerings of senior notes and in “at-the-market” equity offering programs

Matters

M&A

Advised Kodiak Gas in its acquisition of CSI Compresso LP in an all-stock merger valued at approximately $854 million

Advised EVE Partners in connection with the merger of its portfolio company Omni Logistics with Forward Air Corporation in a cash-and-stock transaction

Advised Mativ Holdings, Inc. in the sale of its Engineered Papers business

See more

Close

Matters

M&A

Advised Kodiak Gas in its acquisition of CSI Compresso LP in an all-stock merger valued at approximately $854 million

Advised EVE Partners in connection with the merger of its portfolio company Omni Logistics with Forward Air Corporation in a cash-and-stock transaction

Advised Mativ Holdings, Inc. in the sale of its Engineered Papers business

Advised US Xpress in $800 million sale to Knight-Swift

Advised Evo Payments in $4 billion sale to Global Payments

Advised Exterran Corp. in $1.5 billion merger with Enerflex Ltd.

Represented Mastercraft Boats in connection with the acquisition of Nauticstar

Advised Schweitzer-Mauduit International, Inc. in $3 billion merger of equals with Neenah Inc.

Advised Mailchimp in $12 billion acquisition by Intuit

Advised Riverview Acquisition Corp. on its $1.1 billion SPAC merger with Westrock Coffee

Represented Sharecare in $3.8 billion SPAC merger with Falcon Capital Acquisition Corp.

Advised Arbor Pharmaceuticals in connection with merger with Azurity Pharmaceuticals

Advised Sweetwater Sound in its sale to Providence Equity Partners

Represented Great American Outdoors Group (parent of Bass Pro Shops and Cabela’s) in proposed take private of Sportsman’s Warehouse

Advised Zaxby’s in sale of stake to Goldman Sachs Merchant Banking Division

Represented Lightning eMotors in $800 million SPAC merger with Gig Capital 3

Advised 21st Century Oncology in connection with $1.5 billion sale to GenesisCare

Represented Xerox in unsolicited offer and proxy contest for HP Inc.

Advised Columbia Properties in connection with $100 million acquisition of Normandy Real Estate Management

Advised Total System Services, Inc. in $54 billion merger of equals with Global Payments

Represented Transocean in $2.7 billion acquisition of Ocean Rig

Represented Transocean in $3.4 billion cross border acquisition of Songa Offshore

Represented ConocoPhillips in connection with $13.3 billion sale of Western Canada assets to Cenovus Energy

Represented Endochoice in $210 million sale to Boston Scientific

Represented Post Properties in $17 billion merger with Mid-America Apartment Communities

Advised Total System Services in its $2.3 billion acquisition of Transfirst

Represented Hanesbrands in connection with $600 million acquisition of Maidenform Brands, Inc. and $225 million acquisition of Gear For Sports

Represented Novelis in connection with its sale to Hindalco Industries for $6 billion

Capital Markets and Liability Management

Represented Millicom International Cellular S.A. on $450 million senior notes offering

Represented General Motors in connection with $10 billion multi-tranche Accelerated Share Repurchase Program

Represented ConocoPhillips in $2.7 billion notes offering with SMR feature to fund Surmont acquisition

Represented Cox Communications, Inc. in multiple offerings of over $2.5 billion of senior notes

Represented Satellogic Inc. in offer of floating rate convertible secured notes

Represented Piedmont in $400 million notes offering and $200 million “tack on” offering

Represented TruistBofA & Wells Fargo in $1.2 billion inaugural notes offering for Heico Corp to fund a material acquisition

Represented Nautilus, Inc. in connection with registered direct offering

Represented ConocoPhillips in $1.1 billion notes offering and concurrent waterfall tender offer for 7 series of outstanding notes

Represented Trane Technologies in $700 million inaugural post-spin notes offering

Represented General Motors in completing the offering of $2.25 billion aggregate principal amount "green bonds" consisting of $1 billion senior notes

Represented ConocoPhillips on private exchange offers over $3 billion of notes and on multiple cash tender offers for multiple tranches of debt aggregating over $5 billion

Worked with sponsors on multiple SPAC IPOs, including $250 million IPO of Riverview Acquisition Corp., $200 million IPO of BOA Acquisition Corp. and $625 million IPO of HCM Acquisition Corp.

Represented BofA Securities and several other Initial Purchasers in BlueLinx Holdings’ unregistered offering of $300 million aggregate principal amount of senior secured notes

Represented The RealReal on $250 million offering of convertible senior notes

Advised Genuine Parts on $500 million offering of senior notes

Represented Xerox in multiple offerings of over $1.7 billion of senior notes

Represented General Motors in multi-tranche $4 billion notes offering

Represented United Parcel Service in multiple offerings of over $12 billion of senior notes

Represented IFM Investors in $275 million senior secured notes offering

Represented EVO Payments Inc. in a $250 million “Up-C” IPO, multiple secondary offerings of approximately $350 million and $150 million preferred stock investment by Madison Dearborn Partners

Represented JW Aluminum in connection with the issue of $300 million of senior secured notes

Represented Americold Realty Trust in connection with its $942 million IPO

Represented Endochoice in its $100 million IPO

Represented Mastercraft Boats in connection with multiple following offerings

Advised Nivalis Therapeutics in its $88.5 million IPO

Represented Wingstop in its $125 million IPO and multiple follow on offerings

Represented Carter’s in multiple offerings of notes in excess of $1 billion

Represented SunTrust Banks, Inc. in various securities offerings, including: public offerings of $2.5 billion of common stock, over $1.5 billion of preferred stock, over $2.0 billion of trust preferred and other hybrid securities and over $4.0 billion of senior notes; and in a private offering for approximately $575 million under the Temporary Liquidity Guarantee Program

Represented underwriters Raymond JamesCitigroupStifelRBC Capital Markets and other underwriters in CatchMark Timber Trust, Inc.’s $140 million IPO and multiple follow on offerings raising proceeds in excess of $250 million

Represented Colonial Pipeline in multiple offerings of notes raising proceeds in excess of $2 billion

Advised Morgan Stanley and Raymond James in an underwritten public offering by Rayonier in connection with an acquisition with a gross transaction value of more than $300 million

Advised Brigade Capital in connection with Guitar Center’s exchange offer and consent solicitation for $325 million of outstanding senior notes and related support agreement

Represented Post Properties, Inc. in multiple offerings of senior notes for aggregate proceeds of approximately $785 million, a common stock offering for aggregate proceeds of approximately $75 million and in a tender offer for $150 million of senior notes

Represented Jack Cooper in connection with multiple liability management transactions, including private exchange offer transactions for an aggregate of approximately $525 million of outstanding senior secured notes and PIK Toggle notes

Represented Novelis Corporation in connection with multiple offerings of over $3.5 billion of senior notes and related tender offers and liability management transactions

Represented Acuity Brands in connection with multiple offerings of senior notes raising proceeds of over $850 million

Represented Georgia Pacific in connection with multiple offers of senior notes for aggregate proceeds in excess of $2 billion

Represented Total System Services in multiple offerings of service notes raising proceeds in excess of $3.5 billion

Represented Hanesbrands in connection with multiple offerings of over $1.4 billion of senior notes

Represented Cousins Properties, Post Properties, CatchMark Timber Trust and Piedmont in multiple offerings of senior notes and in “at-the-market” equity offering programs

Credentials

J.D., University of Virginia, Order of the Coif

B.A., The University of Tennessee, summa cum laude, Phi Beta Kappa

Georgia

State Bar of Georgia