Karen McCarthy practices primarily in the cross-border corporate finance arena.  Ms. McCarthy advises clients on a wide range of cross-border corporate finance transactions including public and private offerings of both equity and debt instruments with a focus on American Depositary Receipt (ADR) - based transactions, rights offers, exchange offers, tender offers and "going private" transactions.  Ms. McCarthy also provides general corporate representation to U.S. companies including advising clients with respect to venture capital financings, acquisitions, dispositions, loan financings, federal securities law issues, corporate governance issues, and general contract matters.

Representative Matters

U.S. Financial Institution        
Represented a U.S. financial institution in connection with the spin-off by an Indian company of its cement division, the establishment of a depositary receipt facility for the spun-off company and the related tender offer.

U.S. Financial Institution        
Represented a U.S. financial institution in connection with the establishment of a NYSE-listed depositary receipt facility for a major Taiwanese flat panel display manufacturer and the initial public offering of the depositary receipts.

U.S. Financial Institution
Represented a U.S. financial institution in connection with a rights offering to holders of American Depositary Shares in connection with the reorganization under the U.S. Bankruptcy Code of a Norwegian oil services company.

Mexican Financial Institution
Represented a Mexican development bank as trustee to a borrower trust sponsored by Aeropuerto Internacional de la Ciudad de México in connection with the financing of a new international terminal for Mexico City's Benito Juárez International Airport. 

Mexican Financial Institution
Represented a Mexican development bank as trustee in connection with the establishment of a Mexican registered securities issue program, which provides for the issue of insured debt instruments, and represented the Mexican development bank as trustee in connection with a bond offering under the securities issuance program. 

U.S. Financial Institution
Represented a U.S. financial institution in connection with the amendment and securitization of the bank debt of a U.S. airline emerging from bankruptcy.

U.S. Financial Institution
Represented a U.S. financial institution, as trustee and collateral agent, in connection with a Chinese issuer's high yield debt issuance. 

Italian Media Company
Represented an Italian media company in connection with its tender offer for a public NYSE-listed company and the subsequent delisting of the target company's American Depositary Shares and deregistration of its shares under U.S. federal securities laws.

Non-U.S. Manufacturing Company      
Represented a major non-U.S. manufacturing company with respect to U.S. securities law aspects of its bankruptcy reorganization plan.

Italian Manufacturing Company          
Represented an Italian manufacturing company in connection with the U.S. securities law aspects of its merger into another Italian company including the delisting of its American Depositary Shares from the NYSE and the subsequent deregistration of its shares under U.S. federal securities laws.

U.S. Aerosol Can Manufacturer
Represented a U.S. start-up aerosol can manufacturing company in connection with the restructuring of its capital structure outside the U.S. Bankruptcy Code.