Mara H. Rogers Partner Norton Rose Fulbright US LLP New York T:+1 212 318 3206 F:+1 212 318 3400 mara.rogers@nortonrosefulbright.com vcard (+Outlook) Related services Corporate, M&A and securities Mergers and acquisitions Securities Corporate governance Private equity Key industry sectors Technology and innovation Life sciences and healthcare Financial institutions Desks Israel Mara Rogers has over 30 years of experience as a corporate lawyer advising U.S. and internationally-based public and privately held companies, investors, underwriters and placement agents on a variety of business transactions and legal issues. Ms. Rogers has represented clients in a broad range of industries, with particular focus on the retail and consumer products, life sciences, technology, media and steel industries. Her practice focuses on: domestic and cross-border acquisitions and dispositions (including mergers, stock transactions and asset deals) for both U.S. and foreign public and private companies; the representation of issuers and underwriters in public and private offerings of equity and debt securities and foreign issuers in connection with US stock exchange listing requirements; the representation of investors and issuers in venture capital and private equity financings; and 1 of 5 counseling on corporate governance, including fiduciary duties, risk oversight, relationships with 11/3/15 6:12 PM
shareholders and governance "best practices." Ms. Rogers also represents corporate debtors in connection with bank and other institutional lending and advises clients on strategic alliances, joint ventures, licensing and other domestic and international business transactions and agreements. From July 2008 until April 2010, Ms. Rogers served as acting general counsel to an international provider of software solutions to the global oil and natural gas exploration and production industry. Education 1983 - J.D., Cornell Law School 1980 - B.A., magna cum laude, Economics and Political Science, Brown University Ms. Rogers was elected to Phi Beta Kappa while attending Brown University. She was admitted to practice law in New York in 1984. Representative experience Mergers & Acquisitions Represented a public global biotechnology company (and certain predecessor entities) in more than a dozen purchase and sale transactions involving products, technologies and services in the fields of scientific research, genetic analysis and applied sciences. Examples include its acquisition of a cancer bioinformatics company; its acquisition of a provider of molecular and serological diagnostic quality control products; its acquisition of a public drug development and testing company by cash tender offer; and its sale of its process chromatography business Represented a UK-based multinational consumer goods company in its acquisition of a global consumer brand from a major healthcare company Represented a cosmetics company in a restructuring and related sale of a significant interest to a private equity firm Represented an Austrian-based global leading supplier of specialty steel and materials in multiple acquisitions (over ten), including the acquisition of a major coatings company and the high-speed steel business (including its manufacturing facilities) of a technology-based manufacturing company Represented a petroleum refining, wholesale distributor of refined products and convenience store retailer in multiple acquisitions and related financings of gas stations and convenience stores Advised an owner and operator of radio and television stations in multiple acquisitions and dispositions and related financings Represented a manufacturer of children's apparel in its acquisition of a child-clothing brand U.S. counsel to an Israeli-based, NASDAQ-listed geoscience-focused software company in its sale to a private equity firm in a going private transaction Represented a company in the travel search space in its sale to a leading global technology and internet media company Represented a family owned business operator of food and drink concessions at arenas and ballparks in its sale to a leading food-service provider and facilities management company Represented a public newspaper publishing and broadcasting company in multiple acquisitions 2 of 5 11/3/15 6:12 PM
and dispositions of newspaper chains and network affiliated television stations Represented a public optics and metrology-system products company in its acquisition of a Vancouver Stock Exchange-listed company in the business of developing and manufacturing automation and parts handling equipment Represented a venture capital firm in connection with the acquisition of certain assets of a business unit of a pharmaceutical company Represented a manufacturer and developer of computer aided design and manufacturing systems in its sale to a major provider of information services, technology and software Securities & Financings Represented a petroleum refining and convenience store retailer in its $184 million IPO and NYSE listing Advised a NASDAQ-listed global biotechnology company in multiple Rule 144A offerings of convertible notes aggregating approximately $800 million Represented a NASDAQ-listed national specialty retailer in a $27 million private placement of convertible notes and warrants Represented a Canadian-based international oil and gas producer in its listing on the New York Stock Exchange U.S. counsel to a Canadian-based environmental and energy services company in connection with a $200 million incremental term loan under its existing $1.8 billion credit facility Represented an owner and operator of radio and television stations in multiple bank and private equity firm credit facility agreements, as well as an out-of-court restructuring of its debt and equity Represented multiple underwriters in more than twenty IPO's and follow-on public offerings of equity and debt of companies in the retail, consumer products, technology, life sciences, healthcare and specialty chemicals industries Represented a provider of web-based data management solutions for clinical trials in capital raising transaction with a major venture capital firm Represented multiple venture capital firms focused on early stage health and life sciences companies in connection with more than a dozen equity investments Represented multiple placement agents in numerous capital raising transactions for biotechnology, pharmaceutical and medical device companies Represented a public petroleum refining and convenience store retailer in connection with multiple credit facility agreements with various consortiums of lenders Represented an owner and operator of radio and television stations in numerous venture capital financing rounds Represented a specialty-food provider in a capital raising transaction Professional activities 3 of 5 American Bar Association Private Equity and Venture Capital Committee Association of the Bar of the City of New York Corporation Law Committee New York State Bar Association 11/3/15 6:12 PM
Association for Corporate Growth Professional honors New York's Top Rated Lawyer, LexisNexis Martindale-Hubbell, 2012 Legal 500 US, recommended lawyer, healthcare: life sciences, The Legal 500, 2013-2014 Speaking engagements Panelist, "The Changing Game of Shareholder Engagement," Corporate Board Member Governance & Compliance Leadership Forum, New York, New York, June 19, 2014 Panelist, "CEO Succession: Planned and Worst Case-Unplanned! Is Your Board Ready," Women Corporate Directors, New York City Chapter, November 6, 2013 Panelist, "M&A in 2013: Investment Banking Engagement Letters," Norton Rose Fulbright web seminar, Oct. 17, 2013 Panelist, "M&A in 2012: Update on Fiduciary Outs in M&A Transactions," Fulbright & Jaworski L.L.P. web seminar, January 19, 2012 Panelist, "M&A in 2011: Trends in Pubic Company M&A Transactions," Fulbright & Jaworski L.L.P. web seminar, June 27, 2011 Panelist, "Executive Compensation Impact of Dodd-Frank Act & Next Steps," webinar presented by BDO USA, LLP and Fulbright & Jaworski L.L.P., February 23, 2011 Panelist, "Corporate Political Activity and Governance Issues after Citizens United," Society of Corporate Secretaries and Governance Professionals, New York, New York, January 13, 2011 Panelist, "M&A in 2010: Exploring Earnouts in the Purchase or Sale of a Privately-Held Business," Fulbright & Jaworski L.L.P. web seminar, September 16, 2010 Moderator, "The Changing Environment in M&A in the Wake of the Financial Meltdown: What Executives, General Counsel and Board Members Should Know," Fulbright & Jaworski L.L.P. seminar, New York, New York, September 14, 2010 Panelist, "M&A in 2010 - Structuring Compensation in Private Equity Transactions," Fulbright & Jaworski L.L.P. web seminar, May 20, 2010 Panelist, "Securities Disclosure and Compliance Update," 2007 CCCA National Spring Conference, Toronto, Canada, April 22-24, 2007 Publications "Food Safety Newsletter," The International Law Firm of Fulbright & Jaworski - Health Care, November 20, 2012 "Weighing ISS Proxy Voting Policies for 2012," Law360, November 29, 2011 "ISS Issues Updated Proxy Voting Policies for the 2012 Proxy Season," Fulbright Briefing, November 22, 2011 Corporate Governance, July 1, 2011 "Acquisitions Utilizing Tender Offers in Today's Market," Fulbright Briefing, August 10, 2010 "M&A in 2010: Structuring Compensation in Private Equity Transactions," The International Law Firm of Fulbright & Jaworski, May 20, 2010 4 of 5 11/3/15 6:12 PM
Corporate Governance, March 5, 2010 Corporate Governance, March 20, 2009 Corporate Governance, March 20, 2008 "SEC Facilitates Smaller Company Access to Capital Markets and Approves Electronic Filing and Changes to Form D," Fulbright Briefing, December 14, 2007 Civic involvement Modest Needs Foundation, Board of Directors Licenses New York State Bar License 5 of 5 11/3/15 6:12 PM