Edsel J. Guydon

Edsel Guydon heads the Firm’s Transactional Group. Mr. Guydon is a skilled commercial lawyer with experience in the fields of corporate finance, mergers and acquisitions, structured finance, government contracts, bankruptcy, commercial transactions, securities, real estate, municipal finance and related litigation. Mr. Guydon has practiced law for over 25 years and is licensed in and in good standing with the bars of the District of Columbia, Virginia and Wisconsin (inactive status).

Mr. Guydon’s securities experience includes representations in connection with primary and secondary public offerings of equity and debt securities, including complex preferred stock offerings, including concurrent U.S. and international offerings; Rule 144A high yield debt offerings; mergers, share exchanges, consolidations and acquisitions; private placements of equity and debt securities, including limited liability company membership interests and partnership interests; venture capital financing; joint ventures; recapitalizations, reorganizations and credit financings; REITs, REMICs, asset-backed securitizations and conduit financings; UP/REIT and other rollup transactions on behalf of issuers and other participants; asset acquisitions and dispositions; going private transactions; tender offers and tender offer financings.

Mr. Guydon has also represented clients in connection with: preparation of a Form S-1 registration statement for an initial public offering of $100 million equity by a telecommunications company; preparation of prospectus supplements under a Form S-3 global shelf registration statement for equity and debt offerings by a real estate investment trust; preparation of a Form S-1 shelf registration statement registering, on behalf of certain selling shareholders, $25 million of convertible high yield debt securities issued in a private placement; preparation of a Form S-4 exchange offer registration statement registering $97 million of high yield debt securities issued in a private placement; and, preparation of indentures, underwriting agreements, corporate resolutions, legal opinions and Forms T-3 qualifying indentures under the Trust Indenture Act of 1939.

In addition, Mr. Guydon has prepared and filed with the U.S. Securities and Exchange Commission confidentiality treatment requests, periodic reports (10-K, 10-Q, annual reports to shareholders), Schedules 13D and 13G, (shareholder ownership acquisition reports) and Forms 3, 4 and 5 (shareholder beneficial ownership reports). He has prepared listing applications for securities offerings on NYSE and NASDAQ. With regard to mutual fund and investment company clients, Mr. Guydon has prepared Plain English Form N-1A registration statements (Prospectus and Statement of Additional Information), annual and semi-annual reports, Fund Profiles, proxy statements and prospectus supplements for several registered investment companies including the AFL-CIO Housing Investment Trust, Merrill Lynch and SunAmerica; and, has responded to regulatory comments related to disclosure contained in various filings; and, reviewed and edited marketing materials for public and private offerings.

Mr. Guydon’s corporate and general commercial experience includes representing clients involving mergers and acquisitions, government contracts; incorporations; shareholder and director resolutions; stock splits and dividends; stock redemptions; employment agreements; nondisclosure/non-competition agreements; management and consulting agreements; liquidations and dissolutions; re-incorporations; corporate governance; dissenters rights; corporate and securities litigation; SEC administrative enforcement matters; foreign state qualifications; securities listing applications and, state and Federal government regulation.

Mr. Guydon is a former senior attorney with the U.S. Securities and Exchange Commission’s Division of Corporation Finance and Division of Enforcement. In addition, Mr. Guydon is a former senior attorney with the U.S. Department of Justice, Office of the United States Trustee, which is tasked with administrative management of bankruptcy cases.