Mark T. Plichta

Mark T. Plichta practices primarily in the areas of mergers and acquisitions, securities law, corporate governance, and other general corporate business law. He is a partner in the firm’s Transactions, Capital Markets & Public Company Advisory, and Japan Practices, as well as its Manufacturing and Energy Sectors and Automotive Industry Team. Mark is also a member of the firm’s Environmental, Social, and Corporate Governance (ESG) Team.

Mark has represented companies in numerous mergers, acquisitions, investments, joint ventures, sales, and spin-offs involving public and private companies in various industries. He has represented corporate issuers and underwriters in various public offerings and private placements of debt, equity, and equity equivalent securities, as well as tender offers, exchange offers, and repurchases. He regularly counsels clients regarding corporate governance matters, including in connection with securities, M&A, and takeover defense matters. He also counsels publicly held companies regarding periodic compliance and disclosure matters under federal and state securities laws. 

Representative Experience

• Represented BorgWarner Inc. in its spin-off of PHINIA Inc. as new, independent NYSE-listed company.
• Represented Dream Finders Homes, Inc. in its sale of US$300m of senior notes in a Rule 144A private placement.
• Represented Hanger, Inc. in its sale to Patient Square Capital for US$1.25bn, including M&A and SEC proxy statement and disclosure aspects.
• Represented HCI Group, Inc. in its public offering and sale of US$172.5m of convertible senior notes.
• Represented private equity firm in sale of IT services company.
• Represented Fortune 500 software and technology company in multiple software company purchases.
• Represented B. Riley, as underwriter, in the public offering of US$250m of common stock and senior notes by Synchronoss Technologies, Inc.
• Represented BorgWarner Inc. in its public offering of €1.0 billion of senior notes.
• Represented B. Riley, as underwriter, in the public offering of US$52m of common stock by Eloxx Pharmaceuticals, Inc.
• Represented acquirer of automotive parts supplier.
• SEC disclosure counsel for Briggs & Stratton in connection with restructuring and bankruptcy matters.
• Represented life sciences company in corporate reorganization and venture financing round.
• Represented Plantronics, Inc. in its sale of US$500m of senior notes in a Rule 144A private placement.
• Represented acquirer of lawn care equipment manufacturer.
• Represented BorgWarner Inc. in an US$800m par-for-par exchange offer pursuant to Rule 144A.
• Represented The Marcus Corporation in its sale of US$100m of convertible senior notes in a Rule 144A transaction.
• Represented MGIC Investment Corporation in its public offering of US$650m of senior notes.
• Represented Vicor Corporation in its public offering of US$115m of common stock.
• Represented BorgWarner Inc. in its public offering of US$1.1bn of senior notes.
• Represented a Japanese pharmaceutical company in its IP license agreement with and equity investment in Nasdaq-listed biotech company.
• Represented pharmaceutical company in connection with agreements with contract manufacturing organizations. 
• Represented private equity firm in its acquisition of transportation company.
• Represented a Japanese company in its acquisition of a U.S.-based manufacturer of advanced aerospace materials.
• Represented Mortgage Guaranty Insurance Corporation in two offshore reinsurance and insurance-linked notes transactions, involving notes with an aggregate principal amount of over US$630m.
• Represented a leading communications technology company in its acquisition of a provider of advanced dispatch solutions.
• Represented acquirer of asphalt paving company.
• Represented private equity firm in acquisition of IT services company. 
• Represented Oshkosh Corporation in its public offering of $300 million of senior notes.
• Represented Teijin Limited in its US$825 million acquisition of Continental Structural Plastics.
• Represented The Manitowoc Company, Inc. in its spin-off of Manitowoc Foodservice, Inc. as an independent public company. Supervised and coordinated all aspects of the spin-off and had direct responsibility for the divestiture, corporate governance and securities aspects of the transaction, including registration under the Securities Exchange Act of 1934 and Rule 144A offerings of senior notes and second lien secured notes.
• Represented a Japanese technology company in its investment in a startup based in the United States and Singapore.
• Represented Adrie Global Holdings Limited, a Chinese direct lender, in a reverse merger with DT Asia, a Nasdaq-listed SPAC.
• Represented Johnson Controls, Inc. in its US$1.7bn offering of senior notes.
• Represented Chinese auto supplier in its acquisition of a U.S. automotive materials company with a US$100m enterprise value.
• Represented Chinese solar energy company in its majority equity investment in a Nasdaq-listed energy company based in the United States. 
• Represented major Japanese pharmaceutical company in connection with its joint drug development agreement with and preferred stock investment in, a California pharmaceutical company.
• Represented private equity fund in its US$375m sale of information services company.
• Represented MGIC Investment Corporation in its US$1.2bn dual tranche offering of common stock and convertible notes. 
• Securities, corporate and financial statements restatement counsel for a Chinese reverse merger company listed in the U.S.
• Represented Pentair Ltd. in Rule 144A offerings covering the issuance of over US$2bn of senior notes, including an exchange offer for outstanding senior notes of its Pentair, Inc. subsidiary, all in connection with Pentair’s merger-of-equals with Tyco Flow Control.
• Represented Johnson Controls, Inc. in its offering of US$1.1bn of senior notes.
• Represented The Manitowoc Company, Inc. in its public offering of US$300m of senior notes.
• Represented Johnson Controls, Inc. in a registered exchange offer for convertible notes and equity units.
• Represented Ladish Co., Inc. in its US$800m sale to Allegheny Technologies Incorporated, including the related securities filings.
• Represented Johnson Controls, Inc. in its public offering of US$1.6bn of senior notes.
• Represented numerous clients in their adoption or renewal of shareholder rights plans, including NOL rights plans and other takeover and activist defense measures.
• Represented Briggs & Stratton Corporation in its public offering of US$225m of senior notes.
• Represented The Manitowoc Company, Inc. in its public offering of US$600m of senior notes.
• Represented Hanger, Inc. in its sale of US$200m of senior notes pursuant to Rule 144A and Regulation S, related exchange offer for registered notes and related tender offer for existing notes.
• Represented MGIC Investment Corporation in its public offering of US$800m of common stock and $350 million of convertible senior notes.
• Represented The Manitowoc Company, Inc. in its public offering of US$400m of senior notes.
• Represented Johnson Controls, Inc. in its public offering of US$400m of equity units and $350 million of convertible notes.
• Represented Robert W. Baird & Co. Incorporated in a public offering by California Water Service Company of US$100m of first mortgage bonds.
• Represented Harley-Davidson, Inc. in its public offering of US$600m of senior notes.
• Represented Gehl Company in its US$450m sale to Manitou BF S.A. in a going private transaction.
• Represented MGIC Investment Corporation in its public offering of US$420m of common stock and concurrent sale of US$390m of convertible junior subordinated notes.
• Represented TierOne Corporation in its agreement to a US$650m sale to CapitalSource Inc., as well as the later termination of the merger agreement, including the related securities filings.
• Represented Fiserv, Inc. in its public offering of US$1.75bn of senior notes.
• Represented MGIC Investment Corporation in its agreement to a US$5bn merger of equals with Radian Group Inc., as well as the later termination of the merger agreement, including the related securities filings.
• Numerous other private company mergers, acquisitions, sales and joint ventures, including Article 9 and other distressed company/debt acquisitions.

Education

• Northwestern University School of Law (J.D., cum laude, 1999)
• University of Wisconsin (B.B.A., 1992)
  • Accounting

Recognition

• Thomson Reuters Stand-out Lawyer – independently rated lawyers

Professional Memberships

• Milwaukee Bar Association
• State Bar of Wisconsin
• American Bar Association
• Mark is also a certified public accountant and a member of the Wisconsin Institute of Certified Public Accountants. He spent four years as an auditor with Arthur Andersen.

Thought Leadership

• Mark regularly writes and speaks about legal issues related to audit committees and accounting and auditing matters. He also regularly speaks regarding M&A topics in Japan.

Admission

• Wisconsin