Gary J. Simon
Partner
Locations
Bar Admissions
New York
Education
Vanderbilt University Law School, J.D. Swarthmore College, B.A., with high honors
Gary J. Simon is a Partner and is the Chair of Hughes Hubbard & Reed's Securities and Capital Markets group. His practice focuses on counseling corporate clients with respect to financing, strategic, governance and compliance matters. He regularly represents public and pre-public companies and their boards with respect to SEC compliance and reporting matters, financing transactions, corporate fiduciary and governance structuring, and strategic corporate transactions. He has represented clients in a wide variety of corporate transactions, including mergers and acquisitions, joint ventures, proxy contests, tender offers, exchange offers, consent solicitations, spinoffs and split-offs. His financing experience includes representation of issuers and investment banks in IPO and offerings of common and preferred stock, convertible securities and high yield and investment-grade debt.
Areas of Concentration
- General Public Company Representation
- Capital Markets Transactions
- Investment Bank and Institutional Investor Representation
- Governance, Compliance and Fiduciary Structuring
- Proxy Contests and Corporate Control Matters
- Mergers and Acquisitions
Selected Matters
- Flushing Financial Corp., the holding company for Flushing Bank, in its proposed merger with OceanFirst Bank N.A. in a transaction valued at $579 million.
- Flushing Financial Corporation in its December 2024 public offering of common stock underwritten by Keefe, Bruyette & Woods, Piper Sandler & Co. and Raymond James & Associates, Inc.
- Starboard Value during the activist investor’s campaign to improve eBay Inc. culminating in the e-commerce giant’s appointment of a new chief executive.
- Starboard Value in proxy fight for control aspects of Bristol-Myers Squibb and Forest City Realty Trust.
- Santander Consumer USA Holdings Inc. in its sale to parent company and majority shareholder Santander Holdings USA Inc. in a $2.5 billion deal that took the Dallas-based auto lending and consumer finance company private.
- ANI Pharmaceuticals in its acquisition of global pharmaceutical company Alimera Sciences.
- Grab Holdings Inc., Southeast Asia’s leading super app, in its merger with SPAC Altimeter Growth Corp., a transaction that took Grab public in the largest SPAC merger ever, with a launch date value of $39.6 billion.
- Isos Acquisition Corp., a special purpose acquisition company or SPAC, in its $2.6 billion IPO merger with Bowlero Corp. that took the world’s largest owner and operator of bowling centers public.
- CF Acquisition Corp. V, a SPAC backed by New York investment firm Cantor Fitzgerald, in a $850 million IPO merger with Satellogic that took the satellite earth imagery provider public.
- Japanese retailer Aeon, a significant shareholder of Signa Sports United GmbH, in connection with Signa’s $3.2 billion IPO merger with SPAC Yucaipa Acquisition Corp. that took the sports e-commerce platform public.
- Coupang, the largest e-commerce company in Korea, in connection with its IPO with a launch date value of $60 billion and underwritten by Goldman Sachs, Allen & Co, JPMorgan and Citibank.
- Coupang, in its pre-public venture financing rounds, including a $2 billion round of financing led by Softbank Vision Fund.
- Grab, Coupang and numerous other IPO issuers in their pre-public governance and related internal restructuring.
- ANI Pharmaceuticals in its acquisition of generic drugmaker Novitium Pharma.
- Starboard Value Acquisition Corp., a special purpose acquisition company or SPAC backed by activist investor Starboard Value, in its $404 million initial public offering and $3.4 billion merger with Cyxtera Technologies Inc. that took the data center provider public.
- CF Finance Acquisition Corp. III, a special purpose acquisition company or SPAC backed by New York investment firm Cantor Fitzgerald, in a $2 billion merger with AEye Inc. that took the lidar sensor maker public.
- CF Finance Acquisition Corp. II, a special purpose acquisition company or SPAC backed by Cantor Fitzgerald, in a $1.6 billion merger with View Inc. that took the smart window company public.
- Platinum Equity, a Beverly Hills-based private equity firm, in connection with its $850 million investment in Nesco Holdings, a provider of specialized truck and heavy equipment solutions, in connection with Nesco's acquisition of Custom Truck One Source.
- CF Finance Acquisition Corp., a special purpose acquisition company or SPAC backed by Cantor Fitzgerald, in a $2 billion merger with GCM Grosvenor that took the Chicago asset manager public.
- The Independent Directors of Ironwood Pharmaceuticals, Inc. in connection with the public spinoff of Cyclerion Therapeutics, Inc. and related sponsor $175 million equity financing.
- Kensington Acquisition Corp. II, a special purpose acquisition company or SPAC backed by Kensington Capital Partners, in its $230 million initial public offering.
- Kensington Acquisition Corp., a special purpose acquisition company or SPAC backed by Kensington Capital Partners, in its $230 million initial public offering and subsequent $3.3 billion merger with QuantumScape, an electric vehicle battery supplier backed by Volkswagen Group.
- JD Sports Fashion in the acquisition of U.S. athletic footwear, apparel and accessories retailers Shoe Palace and Nice Kicks.
- William Shu, founder and CEO of Deliveroo, the global online food delivery company, in connection with Deliveroo’s £7.6 billion UK-listed initial public offering.
- British pub and hotel operator JD Wetherspoon in its $175 million (141 million pound) multinational equity offering.
- Republic of Paraguay in connection with the issuance of $732 million in bonds by a special purpose vehicle to finance the construction of the Bioceánico highway, which will ultimately connect the Pacific and Atlantic oceans across South America from Brazil to Chile.
- Republic of Paraguay in connection with a $657.6 million financing to improve two of the country’s federal highways, the first public-private partnership in Paraguay, and the largest private investment in the history of the South American nation. The financing involved a multi-tranche structure combining a securitization of government receivables with a letter of credit facility and a project financing.
- The underwriting group in a $2.5 billion public debt offering by ViacomCBS Inc. comprised of 4.75% and 4.9% senior notes. The client underwriting group included BofA Securities, Goldman Sachs & Co., J.P. Morgan Securities and Morgan Stanley & Co.
- U.K-based global eyewear frames distributor Inspecs Group in its initial public offering (IPO) on the London Stock Exchange’s (LSE) Alternative Investment Market.
- Infosys in its acquisition of Simplus, the global leader of Salesforce quote-to-cash.
- CBS Corp. in connection with its merger with Viacom Inc. in an all-stock deal valued at $30 billion.
- Roberta Lipson, Founder and CEO of United Family Healthcare, in connection with the $1.44 billion sale of the Chinese private hospital operator and healthcare provider to New Frontier Corp., a Hong Kong-based investment vehicle.
- Starboard Value during the activist investor’s campaign to improve eBay Inc. culminating in the e-commerce giant’s appointment of a new chief executive.
- Republic of Paraguay in connection with Rule 144A/Reg S offerings of $450 million in debt securities, $1 billion in debt securities, $500 million in debt securities, $530 million in debt securities and $500 million in debt securities. Initial purchasers included Citigroup, Goldman Sachs, Itaú BBA, J.P. Morgan, Morgan Stanley and Santander.
- Cenveo Inc. in the sale to LSC Communications of its office products envelope business.
- JD Sports Fashion in connection with its $558 million acquisition of Finish Line, a NASDAQ-listed retailer of athletic footwear, apparel and accessories.
- The underwriters in connection with AMC's $800 million senior notes offering and represented the joint lead arrangers, administrative agent and collateral agent in connection with AMC's $1.25 billion senior secured credit facility.
- Merrill Lynch and Morgan Stanley as underwriters in connection with Viacom Inc.’s $1.3 billion subordinated debt offering.
- The Madison Square Garden Company in connection with the acquisition of nightclub operator Tao Group.
- Grab, Inc. in its worldwide (including U.S. and Asia) private offering of $740 million series F preferred stock.
- Blackbird Capital I in an $800 million aircraft lease ABS securitization, the proceeds of which will be used by Blackbird to acquire a portfolio of 19 aircraft.
- Cenveo, Inc. in the restructuring and exchange offer of $255 million unsecured and convertible notes for new unsecured notes and warrants.
- Rockefeller & Co. Inc. in the sale to Fi-Tek LLC of its wholly owned technology subsidiary Rockit Solutions LLC.
- Elegant Hotels Group in the US portion of its 63 million-pound IPO, which raised capital and enabled this Barbados hotel operator to begin trading on the London Stock Exchange's AIM trading market.
- Cenveo Corp. in the private placement of $540 million high-yield senior priority secured notes and $250 million junior priority secured notes.
- Chindex International Inc. in a going-private acquisition by TPG, Shanghai Fosun Pharmaceutical and the Chindex CEO. The original merger price was topped by a financial bidder in the "go-shop" process, resulting in rebidding and a final transaction value of $469 million (23 percent higher).
- Banco Regional SAECA, a Paraguayan bank, in the private placement of $300 million senior notes placed by Citigroup Global Markets and Deutsche Bank Securities.
- BNP Paribas, Goldman Sachs and JPMorgan as lead underwriters in the public offering of $500 million of debt securities of Viacom Inc.
- Cyclerion Therapeutics, Inc. in the sale of the rights to two drugs to a company newly-formed by certain existing Cyclerion shareholders and venture capital firms in exchange for cash and shares of stock in the new company.
- Rockefeller Financial Services, whose wholly owned subsidiary has $34 billion under administration, in the resale of 37 percent of its common stock to the investment firm controlled by Lord Jacob Rothschild.
- Cenveo Corp. in the private placement of $225 million high-yield debt securities and $75 million of exchangeable debt securities placed by Bank of America (BofA) and the simultaneous tender offer for high-yield debt securities.
- Lorillard Inc. in the public offering of $500 million senior notes.
- Benihana Inc. in a successful recapitalization proxy contest.
- Citigroup Global Markets, BofA and RBS Securities as lead underwriters in the public offering of $1 billion of debt securities of Viacom Inc.
- Chindex International Inc. in its 51-49 percent health care joint venture in China.
- Citigroup Global Markets as lead underwriters in the registered public sale by National Amusements Inc. of $900 million of common stock of CBS Corp. and Viacom Inc.
- Largest stockholder in the proxy contest for control of Presidential Life Insurance Co. (NYSE: PLFE)
- Citigroup Global Markets, Deutsche Bank Securities and RBS Securities as lead underwriters in the public offering of $850 million of debt securities of Viacom Inc.
- Citigroup Global Markets and Merrill Lynch as lead underwriters in the public offering of $700 million of debt securities of CBS Corp.
- Cenveo Inc. in the private placement of $400 million of high-yield debt securities placed by BofA, Morgan Stanley and RBS Securities.
- Deutsche Bank Securities as lead underwriters in the public offering of $750 million of debt securities of Viacom Inc.
- Northwest Airlines in emergence from bankruptcy, including a public offering of 26 million shares of common stock
- BofA and Citigroup Global Markets as purchasers in the private placement of $4.75 billion of debt securities of Viacom Inc.
- MediaNews Group in the private placement of $450 million of debt securities placed by Deutsche Bank Securities and BofA.
- Nautica Enterprises Inc. in successful defense of proxy contest, immediately followed by sale to VF Corp. for $580 million.
- Deutsche Bank Securities as purchasers in the private placement of $750 million of debt securities of Viacom Inc.
- Platinum Equity in its $1.9 billion acquisition of Wesco Aircraft.
Recognition
- Recommended by The Legal 500 United States for M&A: Large Deals (2022, 2023)
Professional Activities
- Member, National Board, Vanderbilt University Law School (2007 – 2010)
- Faculty member, Practising Law Institute
- Faculty member, Association of the Bar of the City of New York
Highlighted Publications
- "New Requirements for Audit Committees," The Review of Securities & Commodities Regulation
- "Audit Committees: New Requirements," Practising Law Institute
- Author, "Introduction to Securities Law," The Association of the Bar of the City of New York
- "Membership Interests in Limited Liability Companies: Are They Securities?" The Association of the Bar of the City of New York
- Co-Author, "Forming and Advising Businesses," The Association of the Bar of the City of New York
News & Insights For Gary J. Simon
View All News & InsightsHughes Hubbard Advising the Partners of Gleacher Shacklock on the Sale of their Interests to Perella Weinberg
Hughes Hubbard is advising the partners of Gleacher Shacklock, a premier independent advisory firm headquartered in London with a focus and long-standing presence in the UK advisory market, on the sale of their interests in Gleacher Shacklock to Perella Weinberg Partners, a leading global independent advisory firm.
Kensington Capital SPAC Raises $230M in IPO Targeting Automotive Industry
Hughes Hubbard advised Kensington Capital Acquisition Corp. VI, a blank check company, in its $230 million initial public offering (IPO) targeting the automotive and other high-growth industries.
Gary Simon Discusses with Reuters Triangular Merger of SpaceX and xAI
Gary Simon was interviewed by Reuters for its published story on SpaceX’s purchase of xAI – both companies owned by Elon Musk – in a deal that creates a $1.25 trillion company.
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