Seth Warner focuses his practice on corporate and securities law, including a variety of transactional, finance and other general corporate and securities matters. The majority of his practice is concentrated in mergers, acquisitions, dispositions, finance transactions (including public and private securities offerings), venture capital transactions and joint ventures. He also advises on corporate governance and board of director (including board committee) matters, including audit, compensation, governance and other corporate law matters.
Education
- J.D., American University, Washington College of Law, 1994
- B.A., Economics and Spanish, Tufts University, 1990
Bar Admissions
- U.S. Supreme Court
- District of Columbia
- Maryland
Languages
Representative Experience
Mergers, Acquisitions & Financings
- $1.5 billion acquisition (master limited partnership dropdown) of a midstream natural gas gathering and processing company (2013);
- $9.6 billion sale of an energy company (2012);
- $500 million construction and term loan agreement (2008);
- $1.465 billion sale of the membership interests of a natural gas pipeline company and related corporate reorganization of a joint venture holding an interest in a natural gas pipeline company (2006);
- $575 million sale of the assets of a natural gas local distribution company (2006);
- $580 million sale of the assets of a natural gas local distribution company (2006);
- $1.6 billion acquisition of a mid-stream natural gas gathering and processing company (2006);
- $465 million Credit Agreement (2006);
- $255 million Credit Agreement (2005);
- $407 million Bridge Loan Agreement (2004);
- $175 million sale of an international pipeline company (2004);
- $2.45 billion acquisition of a domestic natural gas pipeline company (2004);
- $1.8 billion acquisition of a domestic natural gas pipeline company (2003);
- $437 million sale of the assets of a natural gas local distribution company (2003);
- $982 million sale of a national water and wastewater utility company (2002);
- $3.6 billion acquisition of the stock of an incumbent local exchange telephone company (2001);
- Advised a venture capital company in all legal aspects of its business, including a $11 million merger with a public company, investments in various start-up and developing companies, and capital-raising activities such as private placements (1999-2001);
- Represented various cable television companies in all aspects of their businesses, including the acquisition, disposition and restructuring of these companies;
- Represented various commercial radio companies in all aspects of their businesses, including the acquisition, disposition and restructuring of these companies; and
- Represented various cellular telecommunications companies, including the acquisition, disposition and restructuring of these companies.
Securities Offerings
- $850 million Rule 144A and Regulation S sale of debt securities (2010)
- $600 million Rule 144A and Regulation S sale of debt securities (2009)
- $150 million registered public offering of debt securities (2009)
- $430 million senior notes offering of Southern Union (2008)
- $100 million registered securities offering (2008)
- $300 million registered securities offering (2007)
- $125 million registered remarking of equity units (2006);
- $100 million registered offering of equity units (2005);
- $343 million registered offering of common stock (2005);
- $207 million registered offering of common stock (2004);
- $200 million registered exchange offer of senior notes (2004);
- $750 million debt tender offer for senior notes (2004);
- $550 million registered exchange offer of senior notes (2004);
- $200 million private placement of senior notes (2004);
- $200 million registered offering of depositary shares (2003);
- $550 million private placement of senior notes (2003);
- $152 million registered offering of common stock (2003);
- $125 million registered offering of equity units (2003); and
- Various other registered and unregistered issuances of equity and debt securities.
Publications & Presentations
- Author, Liberalize Open Skies: Foreign Investment and Cabotage Restrictions Keep Noncitizens in Second Class, 43 Am. U. L. Rev. 277 (1993)
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