| Biography:
Monica Shilling is a partner in Proskauer Rose LLP's Corporate Department in Los Angeles. Ms. Shilling was recognized by the Los Angeles magazine in 2006 and 2007 as a “Southern California Super Lawyer – Rising Star.” Ms. Shilling has a broad corporate and securities law practice that focuses on:
- advising investment banks (including Bear Stearns, DLJ, Jefferies and Merrill Lynch) and issuers in a variety of corporate finance transactions, including initial public offerings, other public offerings of debt or equity, private placements, corporate recapitalizations, consent solicitations and exchange offers;
- advising purchasers, sellers and financial advisors in public and private merger and acquisition transactions, including negotiated takeovers, leveraged buyouts, going private transactions, tender offers, joint ventures and spin-offs; and
- advising public and private companies on matters of general corporate law and corporate governance, securities law, SEC (including Sarbanes-Oxley) and NYSE/Nasdaq compliance.
In addition, Ms. Shilling’s practice often involves the representation of private equity funds and their portfolio companies, often in a full investment cycle, including acquisitions, financings and dispositions.
Prior to joining Proskauer Rose, Ms. Shilling was an associate in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom LLP.
Education:
J.D., Georgetown University Law Center, 1995 (magna cum laude, Order of the Coif)
B.A., University of Redlands (Johnston Center), 1992 (Phi Beta Kappa)
Associations/Affiliations:
Since July 2002, Ms. Shilling has been a member of the board of directors of Mental Health Advocacy Services, Inc., a private non-profit Los Angeles based corporation providing free legal services to people with mental and developmental disabilities.
Authorships/Speaking Engagements:
Ms. Shilling has been a frequent guest speaker at the Practising Law Institute’s Corporate Compliance Workshop and most recently presented an article entitled “Brave New Board: Educating the Board of Directors Regarding Corporate Compliance” at PLI’s 2006 Corporate Compliance Workshop.
Representative Transactions for Monica J. Shilling:
- Represented Ares Capital Corporation in:
- its initial public offering, raising approximately $165 million in gross proceeds
- seven follow-on public stock offerings, raising approximately $1 billion in gross proceeds
- Represented Ares Corporate Opportunities Fund in its:
- investment in Orchard Supply Hardware Stores Corporation in connection with its leveraged recapitalization
- acquisition of Tinnerman Palnut Products, and the related financing
- purchase of a minority interest in Hub Holding Corp., the owner of the Anchor Blue (formerly Millers Outpost) and Most retail chains
- Represented Bear Stearns as:
- lead initial purchaser in Sun Healthcare Group, Inc.’s issuance of $125 million of the 9⅜% Senior Subordinated Notes due 2008
- lead initial purchaser in Sun Healthcare Group, Inc.’s issuance of 13.8 million Convertible Trust Issued Preferred Securities
- Represented Cherokee International Corporation in its initial public offering, raising approximately $95 million in
gross proceeds
- Represented J.P. Morgan in CNF Transportation Inc.'s underwritten offering of $200 million of the 8 ⅞% Senior Subordinated Notes due 2010
- Represented Donaldson Lufkin & Jenrette Inc. as:
- lead underwriter in Jacor Communications, Inc.’s issuance of approximately $315 million worth of common stock and issuance of $100 million of the 10⅛% Senior Subordinated Notes due 2006
- lead underwriter in Jacor Communications, Inc.’s issuance of approximately $206 million worth of common stock and issuance of $170 million of the 9¾% Senior Subordinated Notes due 2006
- lead underwriter in Jacor Communications, Inc.’s issuanceof approximately $230 million worth of common stock and issuance of the 8% Senior Subordinated Notes due 2010
- lead initial purchaser in Jacor Communications, Inc.’s issuance of $150 million of the 8¾% Senior Subordinated Notes due 2007
- lead initial purchaser in Sun Healthcare Group, Inc.’s issuance of $250 million of the 9½% Senior Subordinated Notes due 2007
- Represented Harbor Freight in connection with its $500 million Senior Secured Credit Facility
- Represented Jefferies & Company, Inc.:
- in connection with American Restaurant Group, Inc.’s consent solicitation and exchange offer with respect to ARG’s 11½% Series B Senior Secured Notes and ARG’s related private placement of $30 million of the 11½% Series C Senior Secured Notes
- as initial purchaser in AmeriQual Group, LLC’s private placement of $105 million in aggregate principal amount of the 9.0% Senior Secured Notes due 2012
- as lead arranger, in connection with $360 million Senior Secured Credit Facilities to Golden Gate Capital to acquire Neways International, a multilevel marketing company
- Represented Leonard Green and Texas Pacific Group, as sponsors, in the leveraged recapitalization of PETCO Animal Supplies, Inc., including PETCO’s issuance of $120 million in aggregate principal amount of the 13% Series A Senior Subordinated Notes due 2010
- Represented Liberty Media Corporation in the leveraged acquisition of Telemundo Communications Group, Inc., including Telemundo’s issuance of approximately $75 million in aggregate principal amount of the 11½% Senior Discount Notes due 2008 and the related consent solicitation with respect to Telemundo Group, Inc.’s 10½% Senior Notes due 2006 and in the subsequent $2.7 billion sale of Telemundo to NBC
- Represented Merrill Lynch as:
- lead underwriter in Jacor Communications, Inc.’s issuance of approximately $226 million of liquid yield option notes due 2011
- lead underwriter in Jacor Communications, Inc.’s issuance of approximately $383 million of liquid yield option notes due 2018
- lead underwriter in SunAmerica Inc.’s offering of $175 million in aggregate principal amount of the 5.60% Debentures due 2097
- Represented Oaktree Capital Management, LLC, in the recapitalization of Roller Bearing Holding Company, Inc., including the issuance of approximately $74 million in aggregate principal amount of the 13% Senior Secured Discount Debentures due 2009 and related warrants
- Represented TCW/Crescent Mezzanine Partners, L.P. in the high-yield acquisition financing of Phoenix Scientific, Inc.
- Represented Wynn Resorts, Limited, with respect to its private placement of $250 million of the 6% Convertible Debentures due 2015
- Represented Wynn Resorts, Limited, in connection with its entry into a strategic business alliance with Société des Bains de Mer et du Cercle des Étrangers à Monaco (“SBM”), a company that has the exclusive rights to operate casinos in the Principality of Monaco
- Represented Zacky Farms' sale of its chicken operations to Foster Farms
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