Adam K. Brandt
Practice Areas
Education
- The Ohio State University Michael E. Moritz College of Law, J.D., 1996, Honors in Law, Order of the Coif
- Williams College, B.A.,1993, cum laude
Bar & Court Admissions
Adam is a partner in the Vorys Columbus office where he is the chair of the corporate group. His practice is focused on representing public companies in securities regulation and capital markets transactions, tender offers, periodic reporting and disclosure (including Form 10-K, 10-Q, 8-K and proxy reporting) and corporate governance (including executive compensation and NYSE/Nasdaq regulation) and public and private companies in mergers and acquisitions and general corporate matters.
Representative transactions include:
- Representing M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $300 million aggregate principal amount of 3.950% senior notes due 2030
- Representing M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $400 million aggregate principal amount of 4.950% senior notes due 2028
- Representing M/I Homes, Inc. in connection with its Rule 144A/Reg. S offering of $250 million aggregate principal amount of 5.625% senior notes due 2025 and subsequent registered exchange offer
- Representing M/I Homes, Inc. in connection with its Rule 144A/Reg. S offering of $300 million aggregate principal amount of 6.75% senior notes due 2021 and subsequent registered exchange offer
- Representing The Scotts Miracle-Gro Company in connection with its Rule 144A/Regulation S offering of $400 million aggregate principal amount of 6.000% senior notes due 2023
- Representing Safelite, Inc. in numerous merger and acquisition transactions across the United States
- Representing Magnum Magnetics Corporation in its dividend recapitalization with PNC Mezzanine Capital
- Representing M/I Homes, Inc. in connection with its concurrent underwritten public offerings of (a) $86,250,000 aggregate principal amount of 3.0% convertible senior subordinated notes due 2018 and (b) 2,461,000 common shares for combined net proceeds (before expenses) of $138.2 million
- Representing M/I Homes, Inc. in connection with its concurrent underwritten public offerings of (a) $57,500,000 aggregate principal amount of 3.25% convertible senior subordinated notes due 2017 and (b) 2,530,000 common shares for combined net proceeds (before expenses) of $97.1 million
- Representing M/I Homes, Inc. in connection with its Rule 144A/Reg. S offering of $230 million aggregate principal amount of 8.625% senior notes due 2018 and subsequent registered exchange offer
- Representing M/I Homes, Inc. in connection with its tender offer for any and all of its outstanding $200 million aggregate principal amount of 6.875% senior notes due 2012
- Representing The Scotts Miracle-Gro Company in connection with its underwritten public offering of $200 million aggregate principal amount of 7.25% senior notes due 2018
- Representing M/I Homes, Inc. in connection with its underwritten public offering of 4,475,600 common shares for net proceeds (before expenses) of approximately $52.8 million
- Representing Liqui-Box Corporation in its sale to DuPont Canada
- Representing Big Lots, Inc. in the sale of its KB Toys division to Bain Capital
Adam has been a speaker on changes to federal securities laws on numerous occasions.
Professional and Community Activities
- Columbus Metropolitan Library Foundation, Board of Trustees, 2016-present
- Big Brothers/Big Sisters of Central Ohio, Board of Trustees, 2002-2008
- COSI Advisory Council, 2005-2010
- Ohio Cultural Facilities Commission, Member appointed by Gov. Robert A. Taft and re-appointed by Gov. Ted Strickland, 2005-2010
Honors & Awards
- The Best Lawyers in America, Corporate Law, 2016-2022
- Chambers and Partners, Leading Lawyer in Corporate/M&A, 2014-2022
- Ohio Super Lawyers Rising Stars, Mergers and Acquisitions, 2006-2007, 2009
News
- 6/1/2022Vorys, Sater, Seymour and Pease is pleased to announce that 33 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2022 edition of Chambers USA.
- 8/26/2021Vorys, Sater, Seymour and Pease LLP recently advised M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $300 million aggregate principal amount of 3.950% senior notes due 2030.
- 8/19/2021One hundred and sixteen lawyers from Vorys were recently selected by their peers for inclusion in the Best Lawyers in America® 2022 edition. In addition, 34 Vorys attorneys were named to the 2022 Best Lawyers in America “Ones to Watch” list.
- 5/20/2021Vorys is pleased to announce that 33 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2021 edition of Chambers USA .
- 8/20/2020One hundred and twelve lawyers from Vorys, Sater, Seymour and Pease LLP were recently selected by their peers for inclusion in the Best Lawyers in America® 2021 edition. In addition, 26 Vorys attorneys were named to the inaugural Best Lawyers in America “Ones to Watch” list.
- 4/23/2020Vorys, Sater, Seymour and Pease is pleased to announce that 30 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2020 edition of Chambers USA.
- 1/23/2020Vorys recently advised M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $400 million aggregate principal amount of 4.950% senior notes due 2028.
- 8/15/2019One hundred and thirteen lawyers from Vorys, Sater, Seymour and Pease LLP were recently selected by their peers for inclusion in The Best Lawyers in America® 2020.
- 4/26/2019Vorys announced that 30 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2019 edition of Chambers USA.
- 8/15/2018One hundred and thirteen lawyers from Vorys, Sater, Seymour and Pease LLP were recently selected by their peers for inclusion in The Best Lawyers in America® 2019.
- 6/13/2018Vorys recently advised Bravo Brio Restaurant Group in its sale to Spice Private Equity, a Swiss investment company.
- 5/4/2018Vorys, Sater, Seymour and Pease is pleased to announce that 32 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2018 edition of Chambers USA.
- 8/17/2017One hundred and eight lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2018.
- 8/3/2017
- 5/26/2017Vorys announced that 30 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2017 edition of Chambers USA.
- 8/15/2016One-hundred and eleven lawyers from Vorys, Sater, Seymour and Pease were recently selected by their peers for inclusion in The Best Lawyers in America® 2017.
- 5/27/2016Vorys announced that 36 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2016 edition of Chambers USA.
- 12/4/2015Vorys recently advised M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $300 million aggregate principal amount of 6.75% senior notes due 2021.
- 11/20/2015Adam Brandt, chair of the corporate group and a partner in the Vorys Columbus office, was included on the Columbus Business First 2015 “20 People to Know in Law” List.
- 10/15/2015Vorys, Sater, Seymour and Pease LLP recently advised The Scotts Miracle-Gro Company in connection with its Rule 144A/Regulation S offering of $400 million aggregate principal amount of 6.000% senior notes due 2023.
- 8/17/2015One-hundred and eighteen lawyers from Vorys were recently selected by their peers for inclusion in The Best Lawyers in America® 2016.
- 5/19/2015Vorys, Sater, Seymour and Pease is pleased to announce that 39 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2015 edition of Chambers USA.
- 5/23/2014Vorys, Sater, Seymour and Pease is pleased to announce that 39 of the firm’s attorneys have been recognized among the leading practitioners in the country in the 2014 edition of Chambers USA.
- 3/14/2013Vorys recently advised M/I Homes, Inc. in connection with its concurrent underwritten public offerings of (a) $86.25 million aggregate principal amount of its 3.0% convertible senior subordinated notes due 2018 and (b) 2.461 million common shares for combined net proceeds (before expenses) of $138.2 million.
- 9/14/2012Vorys advised M/I Homes, Inc. in connection with its concurrent underwritten public offerings of (a) $57.5 million aggregate principal amount of its 3.25% convertible senior subordinated notes due 2017 and (b) 2.53 million common shares for combined net proceeds (before expenses) of $97.1 million.
- 11/9/2011
- 12/29/2008
- 6/26/2007
Events
- 12/8/2017Vorys hosted Preparing for the 2018 Proxy and Annual Reporting Season.
- 6/8/2017
- 11/15/2016Vorys Partners Adam Brandt, Adam Miller and Kim Schaefer were speakers at the EY Corporate Year-End Update on November 15, 2016.
- 6/9/2016
Insights
- 3/30/2022On March 21, 2022, the Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K and Regulation S-X to require registrants to disclose climate-related information in registration statements, annual reports on Form 10-K and audited financial statements filed with the SEC. These proposed rules represent the SEC’s latest effort to advance the climate agenda of the Biden Administration, which describes climate change as “systematic to our economy and financial system.”
- 12/21/2021On December 15, 2021, the Securities and Exchange Commission (the “Commission”) proposed amendments to the affirmative defense under Rule 10b5-1 and the Commission’s rules governing disclosure of share buybacks under Item 703 of Regulation S-K. The Commission also proposed new rules requiring disclosure of insider trading policies and practices and the creation of Form SR requiring accelerated disclosure relating to share buybacks. The proposed rules will be subject to a 45-day comment period following publication in the Federal Register.
- 11/19/2021On November 17, 2021, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules requiring parties in a contested election of directors to use “universal proxy cards” that include all duly-nominated director candidates presented for election at a shareholder meeting, whether nominated by the company or a dissident shareholder.
- 1/12/2021Even in the midst of the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) staff continued to update and streamline disclosure requirements applicable to public reporting companies.
- 11/21/2018On November 19, 2018, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2019 (2019 Updates).
- 11/21/2017On November 16, 2017, Institutional Shareholder Services Inc. (ISS) released updates to its proxy voting guidelines for 2018 (2018 Updates). The 2018 Updates are effective for shareholder meetings on or after February 1, 2018. This alert summarizes the highlights of the 2018 Updates.
- 10/17/2017On October 12, 2017, the Securities and Exchange Commission (SEC) proposed amendments to various items of Regulation S-K that are intended to (1) modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms and (2) improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information.
- 3/27/2017On March 22, 2017, the SEC adopted an amendment to Exchange Act Rule 15c6-1(a) to shorten by one business day the standard settlement cycle for most broker-dealer securities transactions. Currently, the standard settlement cycle for these transactions is three business days (i.e., T+3). The amended rule shortens the settlement cycle to two business days (i.e., T+2).
- 5/20/2016On May 17, 2016, the SEC updated its Compliance & Disclosure Interpretations (C&DIs) concerning the use of non-GAAP financial measures. The new guidance focuses on the calculation and presentation of non-GAAP financial measures in SEC filings and earnings releases subject to Regulation G and/or Item 10(e) of Regulation S-K.
- 8/10/2015On August 5, 2015, the SEC voted 3-2 to adopt the final pay ratio disclosure rules imple¬menting Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act).
- 7/6/2015On July 1, 2015, the SEC issued proposed rules that would require listed issuers to: • adopt and comply with a policy requiring the recovery of excess incentive-based compensation from the issuer’s executive officers in the event of material accounting restatements; and • disclose the listed issuer’s clawback policy and certain information relating to the application of such clawback policy.
- 5/5/2015On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the SEC to require additional “pay-versus-performance” disclosure in any proxy information statements in which executive compensation disclosure is required pursuant to Item 402 of Regulation S-K.
- 4/3/2015On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which provides an exemption from the registration requirements of the Securities Act of 1933 (Securities Act) for smaller securities offerings by private (non-SEC reporting) companies.
- 2/12/2015On February 9, 2015, the Securities and Exchange Commission (the SEC) proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the SEC to require, by rule, each public company to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the company whether any employee or director, or any designee of such employee or director, is permitted to hedge the company’s equity securities.
- 1/13/2015It is once again time for public companies to march into proxy season. While the SEC has not adopted any significant new rules or amendments effective for the 2015 proxy season, you should keep the following items in mind as you prepare.
- 11/11/2014
- 9/20/2013On September 18, 2013, the Securities and Exchange Commission proposed new pay ratio rules pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
- 11/21/2012On November 16, 2012, Institutional Shareholder Services Inc. (ISS) released the 2013 Updates to its U.S. Corporate Governance Policy (the 2013 Updates). The 2013 Updates will be effective for shareholder meetings on or after February 1, 2013, unless otherwise noted within the alert.
- 10/3/2012On October 1, 2012, New York Stock Exchange LLC (NYSE) amended the proposed listing standards it issued on September 25, 2012 implementing the requirements imposed by Section 10C of the Securities Exchange of 1934 and Exchange Act Rule 10C-1.
- 10/1/2012On September 25 and 26, 2012, respectively, New York Stock Exchange LLC (NYSE) and The NASDAQ Stock Market LLC (NASDAQ) proposed amendments to their listing standards to comply with the requirements of Section 10C of the Securities Exchange Act of 1934 (the Exchange Act), as set forth in Exchange Act Rule 10C-1, relating to the independence of compensation committees and compensation advisers.
- 6/26/2012Securities Alert: New SEC Rule and Disclosure Requirements Adopted Governing Compensation CommitteesOn June 20, 2012, the Securities and Exchange Commission (SEC) adopted a new final rule and amendments to current proxy disclosure rules regarding compensation committees. The new rule implements compensation committee listing requirements.
- 1/26/2012The New York Stock Exchange (NYSE) published Information Memo 12-4 on January 25, 2012, in which NYSE altered its previous position under NYSE Rule 452 of allowing brokers to vote customer shares in certain situations without specific client instructions.
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