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Brandon C. Parris

Parris, Brandon C.

Partner

San Francisco, (415) 268-6617

Education

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

Bar Admissions

California

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

In strategic matters, Mr. Parris has advised companies, special committees and financial advisers in a significant number of mergers, acquisitions, divestitures, tender offers and joint ventures.  Through his securities practice, Mr. Parris regularly advises on capital markets transactions involving both public and private equity and debt offerings, as well as transactions concentrated on liability management.

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 has numerous honors, including being:

  • Recommended as a Leading Lawyer by IFLR1000 2014 for M&A in the United States
     
  • Recognized by Law 360 in 2014 as an “M&A Heavyweight”
     
  • Selected as the “2012 Legal Advisor of the Year” by The M&A Advisor for his work on transformative merger, acquisition and divestiture transactions
     
  • “Highly recommended" by Legal 500 for his securities work
     
  • Recognized as a BTI Client Service All-Star in 2013 and 2014

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

Representative Matters

Representative Mergers + Acquisitions and Strategic Matters

  • Represented SoftBank in its $1.26 billion acquisition of a controlling interest in Miami-based Brightstar Corp., the world’s largest specialized wireless distributor.
     
  • Represented an independent Valuation Committee of the Board of Directors of Caesars Entertainment Corporation in a strategic transaction, anticipated to be valued at approximately $1.2 billion to create Caesars Growth Partners, LLC, a new growth and development venture.
     
  • Represented Japanese wireless carrier SoftBank in its acquisition of a 78% stake in wireless operator Sprint Nextel for an enterprise value of $44.8 billion. This deal is the largest Asian acquisition or investment in the U.S.
     
  • Represented Novellus Systems in its $3.3 billion stock-for-stock merger with Lam Research.
     
  • Represented Boyd Gaming Corporation in its $1.55 billion acquisition of Peninsula Gaming, LLC.
     
  • Represented Shutterfly in its $460 million acquisition of Tiny Prints.
     
  • 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.
     
  • Represented Westcorp in the $3.9 billion acquisition of Westcorp and WFS Financial by Wachovia.
     
  • Represented DreamWorks Animation in its Joint Venture with Technicolor in the formation a cloud-based content platform for set top boxes, tablets, and mobile devices.
     
  • Represented 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.

Representative Capital Markets Matters

  • Represented Boyd Gaming in its acquisition financing for the Peninsula Gaming acquisition.
     
  • Represented Borgata Hotel Casino & Spa in its $950 million financing and dividend recapitalization.
     
  • Represented Southwest Gas Corporation in its $250 million financing.
     
  • Represented The Clorox Company in its $1.65 billion financing.
     
  • Represented Dolby family members in registered sale of $256 million in equity of Dolby Laboratories, Inc.
     
  • Represented Boyd Gaming Corporation in its $350 million financing.
     
  • Represented underwriters in $22.6 million financing for Depomed, Inc.
     
  • Represented Mindspeed Technologies, Inc. in financings for $28 million.
     
  • Represented Boyd Gaming Corporation in $513 million secondary offering.

Representative Liability Management Matters

  • Represented UDR, Inc. in its $181 million tender offer for its 6.50% notes.
     
  • Represented Southwest Gas Corporation in its $75 million tender offer for its industrial revenue bonds.
     
  • Represented Boyd Gaming Corporation in multiple tender offers for debt securities.
     
  • Represented Mindspeed Technologies Inc. in its convertible debt exchange offer.