Brandon C. Parris

Partner

San Francisco, (415) 268-6617

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Education

University of California, Davis (B.A., 1994)
;
University of California, Davis, School of Law (J.D., 1998)

Practices

Public Companies Counseling + Compliance

Capital Markets

Mergers + Acquisitions

Bar Admissions

California

Brandon C. Parris maintains a corporate and securities practice, with special emphasis on securities offerings, mergers and acquisitions, and corporate counseling. He primarily represents public companies in a variety of industries, including biotechnology, cleantech, consumer goods and services, financial services, gaming, healthcare, and high-technology. Mr. Parris also regularly advises investment banks in capital markets and strategic transactions.

Through his securities practice, Mr. Parris has been involved in a significant number of capital markets transactions involving both public and private equity and debt offerings, as well as transactions concentrated on liability management, including tender offers, exchange offers, and repurchases. Mr. Parris is recognized by the Legal 500 for his securities work. In strategic matters, he has advised companies and financial advisers in a wide variety of transactions, including mergers, acquisitions, divestitures, tender offers and joint ventures.

Mr. Parris also advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of the Securities Act of 1933 and the Securities Exchange Act of 1934.

Mr. Parris was a Senior Notes and Comments Editor of the UC Davis Law Review.

DreamWorks Animation SKG, Inc.

Represented DreamWorks Animation in its Joint Venture with Technicolor in the formation of MediaNavi. MediaNavi is a cloud-based content platform for the discovery, sharing and consumption of content on a cross-platform system compatible with set top boxes, tablets, and mobile devices.

Shutterfly in its Acquisition of Tiny Prints

Advised Shutterfly, Inc. (NASDAQ: SFLY) in its stock and cash acquisition of Tiny Prints, Inc., valued at approximately $460 million.

$950 million financing for Borgata Hotel Casino & Spa

Advised Borgata in its $950 million debt financing and dividend recapitalization. The financing consisted of $800 million in senior secured notes and a $150 million payment priority secured revolving credit facility.

Representation of the Special Committee of the Board of Directors of USANA Health Sciences

Advised the Special Committee of the Board of Directors of USANA Health Sciences in connection with the $450 million unsolicited cash tender offer to take the company private by an affiliated entity.

Boyd Gaming Corporation

Regularly advises Boyd Gaming Corporation in its capital markets and strategic transactions, including Boyd Gaming's exchange of The Barbary Coast Hotel & Casino with Harrah's Entertainment valued at $375 million and Boyd Gaming's $513 million sale of the South Coast Hotel and Casino.

Eagle River in its Investment in Clearwire Corporation

Represented Eagle River, Inc., a controlling investor in Clearwire Corporation, in transactions with Sprint Nextel Corporation, Intel Corporation, Google, Inc., Comcast Corporation, Time Warner Cable Inc., and Bright House Networks creating a new WIMAX joint venture valued at approximately $14.5 billion.

$1.65 billion Debt Offering for Clorox

Represented The Clorox Company in its $1.65 billion debt offering.

UDR, Inc.

Represented UDR, Inc. in its $181 million tender offer for its 6.50% notes.

Westcorp Merger with Wachovia

Represented Westcorp in the $3.9 billion acquisition of Westcorp and WFS Financial by Wachovia.

Southwest Gas Corporation Industrial Revenue Bonds

Advised Southwest Gas Corporation in its $75 million tender offer for its industrial revenue bonds.

Powerwave Technologies

Represented the financial advisor to Powerwave Technologies, Inc. in Powerwave's $407 million acquisition of LGP Allgon, the $296 million acquisition of assets of Filtronic PLC, and the $114 million acquisition of assets of Remec, Inc.

Novellus Systems' $3.3 billion Merger with Lam Research

Represented Novellus Systems, Inc. in its $3.3 billion merger with Lam Research.