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Federal and State Securities Law Compliance

Vorys represents issuers and investors in nearly all aspects of federal and state securities law compliance.  Our securities clients range from middle-market companies to Fortune 500 public corporations and cover a broad group of industries, including retail, manufacturing, insurance, consumer products, home building, information technology, restaurant, financial institutions and air transportation.  Our investor clients include private and angel investors, family offices, venture capital firms and various lenders.

We have extensive experience in advising our clients on federal and state securities compliance and disclosure matters, including:

• Annual, quarterly and current reports
• Proxy statements and shareholder proposals
• Press releases and analyst presentations
• SEC comment letters
• Sections 13 and 16 reporting and compliance
• Securities exchange listing standard compliance
• Sarbanes-Oxley, Dodd-Frank, Regulation FD and Regulation G compliance

We use our experience to assist our clients in navigating the increasingly complex, and constantly changing, regulatory framework imposed by the Securities and Exchange Commission (SEC), other federal regulators and national securities exchanges, as well as by state corporate law and regulators.  Because many of our clients are organized under Ohio and Delaware law, our lawyers have particular proficiency in the corporate and securities laws of those states. 

Our securities attorneys place a particular emphasis on developing a thorough understanding of our clients’ businesses, needs and goals.  We believe that this emphasis enables us to provide high-quality, tailored and efficient securities representation that is responsive to the unique businesses, needs and goals of our clients. 

Representative Clients 

• Abercrombie & Fitch Co.
• Air Transport Services Group, Inc.
• Big Lots, Inc.
• Diamond Hill Investment Group, Inc.
• First Financial Bancorp
• M/I Homes, Inc.
• Park National Corporation
• Peoples Bancorp Inc.
• The Scotts Miracle-Gro Company
• Worthington Industries, Inc.

Representative Transactions

Debt Offerings

• Air Transport Services Group, Inc. in connection with (i) its private offering of $258.75 million aggregate principal amount of 1.125% convertible senior notes due 2024 and (ii) its entry into privately negotiated convertible bond hedge transactions and separate privately negotiated warrant transactions
• M/I Homes, Inc. in connection with its Rule 144A/Regulation S offering of $250 million aggregate principal amount of 5.625% senior notes due 2025

• Worthington Industries, Inc. in connection with its underwritten public offering of $200 million aggregate principal amount of its 4.300% Notes due 2032

• The Scotts Miracle-Gro Company in connection with its Rule 144A/Regulation S offering of $250 million aggregate principal amount of 5.250% senior notes due 2026

• 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

• First Financial Bancorp. in connection with its underwritten public offering of $120 million aggregate principal amount of 5.125% subordinated notes due 2025
• Worthington Industries, Inc. in connection with its underwritten public offering of $250 million aggregate principal amount of 4.55% Senior Notes due 2026
• M/I Homes, Inc. in connection with its underwritten public offering of $86.3 million aggregate principal amount of 3.0% convertible senior subordinated notes due 2018
• M/I Homes, Inc. in connection with its underwritten public offering of $57.5 million aggregate principal amount of its 3.25% convertible senior subordinated notes due 2017
• 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
• Park National Corporation in its private placement to accredited investors of $30 million in aggregate principal amount of 7% Subordinated Notes due April 20, 2022
• Worthington Industries, Inc. in connection with its underwritten public offering of $150 million aggregate principal amount of 6.50% Senior Notes due 2020
• M/I Homes, Inc. in connection with its Rule 144A/Reg. S offerings of $230 million aggregate principal amount of 8.625% senior notes due 2018 and subsequent registered exchange offers
• Worthington Industries, Inc. in connection with the public offering of $250 million aggregate principal amount of 4.55% senior unsecured notes due 2016
• Bob Evans Farms, Inc. in the private placement by its subsidiary BEF Holding Co., Inc. of $70 million original principal amount of senior unsecured fixed-rate notes

Equity Offerings

• SB Financial Group, Inc. in connection with its registered public offering of $15 million of Depositary Shares, each representing a 1/100th interest in a 6.50% Noncumulative Convertible Perpetual Preferred Share, Series A
• M/I Homes, Inc. in connection with its underwritten public offering of 2,461,000 common shares for net proceeds (before expenses) of $54.9 million
• M/I Homes, Inc. in connection with its underwritten public offering of 2,530,000 common shares for net proceeds (before expenses) of $42.2 million
• FirstMerit Corporation in connection with its underwritten public offering of 19,065,789 common shares for net proceeds (before expenses) of $346.9 million
• Bravo Brio Restaurant Group, Inc. in connection with its underwritten initial public offering of 11,500,000 common shares sold by it and certain selling shareholders for net proceeds (before expenses) of approximately $84.6 million and its underwritten secondary public offering of 4,577,122 common shares sold by certain selling shareholders for net proceeds (before expenses) of approximately $70.5 million
• A. Schulman, Inc. in connection with the offering of shares of its common stock upon its acquisition of ICO, Inc.
• Park National Corporation in its “At-the-Market” equity offering, in which it sold approximately $17.5 million of its common shares, and two separate “Registered Direct Offerings,” in which it sold common shares, Series A Common Share Warrants and Series B Common Share Warrants with aggregate gross sale proceeds of approximately $30.8 million and $5.0 million
• FirstMerit Corporation in various “At-The-Market” equity offerings, pursuant to which it, from time to time, offered and sold common shares having gross sales proceeds of up to $250 million
• M/I Homes, Inc. in connection with its underwritten public offering of 4,000,000 Depository Shares each representing 1/1000th of a 9.75% Series A Preferred Share for net proceeds (before expenses) of $96.9 million
• Park National Corporation in the registration and issuance of 792,937 common shares, together with $87.8 million in cash, in the merger with Vision Bancshares, Inc. and the registration and issuance of 86,137 common shares, together with $9.052 million in cash, in the merger involving the acquisition of Anderson Bank Company

Other Securities Offerings and Transactions

• 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
• The Scotts Miracle-Gro Company in connection with a recapitalization transaction involving a special dividend, a dutch auction tender offer for $245.5 million of its common shares and a tender offer for any and all of its $200 million aggregate principal amount of 6.625% senior subordinated notes

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