Gerard S. DiFiore is a partner in the firm’s Global Corporate Group and serves as chairman of the firm’s Securities Review Committee. He is a member of the firm’s Emerging Company practice and the Opinion Committee. He has over three decades of experience representing clients in equity and debt public offerings, private placements, VC and PE investments, M&A deals, joint ventures, financings, tender offers, and similar transactional and governance matters.
His experience includes SEC registered public offerings as well as global offerings (Rule 144A / Regulation S) of companies listed in Hong Kong, spin-offs, restructurings and a variety of other transactions.
Gerry worked in Reed Smith’s Hong Kong office for several years and has considerable experience in cross border M&A transactions between China and the US. He also has considerable experience in advising public companies on their ongoing SEC reporting requirements, disclosure issues, Sarbanes-Oxley compliance and corporate governance matters. He started his legal career at the U.S. Securities & Exchange Commission, Washington DC as a lawyer in the Corporation Finance Division.
Gerry works with companies in a variety of industries including life sciences, consumer products, technology / fintech, food & beverage, manufacturing, energy and real estate. He routinely works with senior management and private equity firms and their portfolio companies in reaching strategic goals, assisting companies in all stages of the growth cycle, from early stage private companies to mature publicly traded companies.
During his career, he has handled capital markets and M&A matters having an aggregate transaction value in excess of $20 billion. Clients frequently praise Gerry’s unique ability to “think like a CEO/CFO” as the key factor distinguishing him from other lawyers.
He examines companies through the lens of a C-suite executive combining his 30 years of corporate legal knowledge and experience to devise creative and effective solutions for clients to achieve their strategic goals. This insight and experience enables Gerry to successfully counsel businesses through all stages of their growth and development.
Education :
- Georgetown University Law Center, 1986, Graduate level coursework in Securities LL.M. Masters program, no degree awarded
- Suffolk University Law School, 1984, J.D., cum laude
- University of Vermont, 1981, B.A., Economics
Professional Admissions & Qualifications :
- Massachusetts
- New York
- New Jersey
Professional Affiliations : Member of NYSE MKT LLC Committee For Review – May 2003 to present
EXPERIENCE:
- Mergers & Acquisitions, Private Equity
- Represented Yue Yuen Industrial (Holdings) Ltd. (HKG: 0551) in connection with its investment in a leading U.S. branded menswear apparel company.
- Represented global spirits conglomerate Rémy Cointreau in the acquisition of Westland Distilleries, a boutique American Whiskey brand.
- Represented SUMEC Textile in the acquisition of Berkshire Blanket, the leading designer, importer and marketer of blankets, throws and soft home goods in the U.S.
- Represented Asian investor in >$800 million acquisition of Hoyt’s Cinema, Australia’s second largest cinema chain.
- Capital Markets, Securities Offerings
- Represented Winsway Enterprises Holdings Limited (HKG: 1733) in connection with US capital markets aspects of debt restructuring
- Represented global commercial property developer Dalian Wanda Properties in $4.14 billion Hong Kong listed IPO (largest commercial real estate IPO in history).
- Represented Skyland Mining (BVI) Limited, a Chinese SOE in $500 million investment grade global bond offering.
- Represented Dalian Wanda in two investment grade global bond offerings totaling $1.2 billion
Cost
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