Laura M. Hardesty

Practices

• Corporate Transactions & Securities

Professional Experience

Laura is an associate in firm's Corporate Transactions & Securities practice group. She has experience in a wide variety of corporate and securities matters including drafting and negotiating purchase agreements, employment agreements, corporate formation and governance documents and general commercial contracts for public companies and private equity clients; drafting prospectuses and related securities documents, contracts and corporate governance documents for initial public offerings, equity offerings and bond offerings; drafting registration statements, 10-Ks, 10-Qs and 8-Ks for public company clients; and advising public company clients on securities regulations and related filings, corporate governance requirements, stock exchange rules and applications for listing.

Laura is admitted to practice in Illinois and Ohio.

Education

• Vanderbilt University School of Law, J.D., 2007, Order of the Coif; Vanderbilt Journal of Transnational Law
• Miami University, B.S., cum laude

• Capital Markets/Securities
• Represented a kitchen and bath products company in a $175 million high-yield debt offering.  Involved in drafting the majority of the offering circular, drafting and negotiating the legal opinions and overseeing the 10b-5 diligence process.
• Represented a concrete supplier in a $55 million high-yield debt offering as part of its exit from Chapter 11 bankruptcy.  The transaction involved a consent solicitation and exchange.  Involved in drafting and negotiating the note purchase agreement, escrow agent agreement, settlement agent agreement and drafting documents related to the consent solicitation process.
• Represented a retailer in a $59 million initial public offering.  Involved in drafting the majority of the prospectus and registration statement, negotiating the underwriting agreement, drafting and managing the NASDAQ listing application process and overseeing the 10b-5 diligence process.
• Represented a global supplier of products for the commercial vehicle market in a $23.75 million secondary stock offering.  Acted as the lead attorney on the matter and was involved in drafting the majority of the prospectus and registration statement, negotiating the underwriting agreement and drafting and negotiating the legal opinions.
• Represented a casino developer in a $175 million high-yield debt offering.  The deal involved the unique issue of a business that had not yet started construction and thus had no ongoing business and financials to discuss.  Involved in drafting the offering circular, drafting and negotiating the legal opinions and overseeing the 10b-5 diligence process.
• Represented several public company clients in drafting and reviewing various SEC filings, including Form S-1, Form S-3, Form S-8, Form 8-A, Form 8-K, Form 10-K, Form 10-Q, Form 3 and Form 4.  Represented several public company clients during the application process to the NASDAQ Stock Market and the New York Stock Exchange.
• Mergers & Acquisitions
• Represented a construction company in multiple acquisitions.  Acted as the lead attorney on all matters and was involved in drafting and negotiating the asset purchase agreements and drafting and negotiating several ancillary agreements, including subcontracting agreements, amendments to stockholders and registration rights agreements and a settlement agreement.
• Represented a private equity client in the acquisition of a portfolio of seven companies.  Involved in drafting and negotiating the purchase agreement, drafting and negotiating a legal opinion and managing a high-level, broad-based diligence process of the seven target companies.
• Asset Securitization
• Represented one of the world's largest automotive financial services companies in the securitization of retail, wholesale and lease receivables.  Involved in drafting and negotiating the pooling and administration agreement, the sale and administration agreement and junior security agreement.
• Represented a vehicle financial services company in several issuances of notes related to the securitization of wholesale assets.  Involved in drafting and negotiating the offering memorandum, indenture supplement, note purchase agreement and legal opinion.
• Represented a securities servicing provider in the purchase of notes from an automotive financial services company.  Involved in drafting and negotiating the note purchase agreement, legal opinions and ancillary documents.