Manny Rivera

Senior Counsel
Norton Rose Fulbright US LLP

New York
United States
T:+1 212 318 3296
New York
United States
T:+1 212 318 3296
Manny Rivera

Manny Rivera

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Biography

Manny Rivera concentrates his practice on advising corporate issuers, investors and financial intermediaries in domestic and cross-border equity and debt securities financings, and representing public and private companies in complex mergers, acquisitions and joint venture transactions.  In addition, he regularly counsels US public companies, Canadian MJDS issuers and other foreign private issuers concerning US securities law compliance, stock exchange listing issues and corporate governance best practices.


Professional experience

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JD, Harvard Law School, 1996
MBA, Baruch College of The City University of New York, 1993
BA, cum laude with distinction, Yale University, 1989

In law school, Manny was an articles and submissions editor of the Harvard International Law Journal.

He was admitted to practice law in New York and the District of Columbia in 1997.

  • District of Columbia Bar
  • New York State Bar
  • Represented a Nasdaq-listed apparel manufacturer, designer and retailer since 2005 in:
    • its acquisition of several apparel companies, retail brands and chains of retail stores, and its sales and dispositions of investments in international fashion joint ventures
    • underwritten follow-on public offerings and private placements (PIPE) of its common stock and warrants totaling over $260 million
    • ongoing periodic reporting, stock exchange compliance and public company corporate governance advice, including serving on the Disclosure Committee
  • Counsel to a NYSE-listed refining company and convenience store operator in:
    • its $184 million initial public offering of common stock and NYSE listing
    • a $675 million "double dummy" public merger with a peer NYSE-listed refining company
    • a six-month secondment as interim general counsel of the company and its NYSE-listed MLP affiliate, including serving as acting corporate secretary at all board and committee meetings, participation in ongoing NYSE compliance and periodic reporting, post-merger integration matters and overseeing transactions and legal proceedings
    • a tender offer (Schedule TO) to exchange outstanding "underwater" stock options for new stock options at current exercise prices 
    • its affiliated MLP's formation of a $150 million joint venture with a Nasdaq-listed MLP to acquire and operate petroleum product terminals
  • Securities counsel to the bookrunning investment banks in a Rule 144A/Regulation S offering of $563 million of bonds to support construction of Line 2 of the Lima, Peru Metro (LatinFinance Structured Financing of the Year, 2019)
  • Securities counsel to Panamanian national bank in its debut international capital markets issuance of $1 billion of senior notes in a Rule 144A/Regulation S offering
  • U.S. securities counsel to Brazilian underwriters and the international placement agents in Rule 144A offering of common shares of a Brazilian real estate developer concurrent with its 600 million Brazilian reais IPO
  • U.S. securities counsel to a leading Latin American airline in a Rule 144A/Regulation S offering of $200 million of senior notes and a tender offer to repurchase $300 million of outstanding notes
  • Represented an Israeli voice compression technology company dual-listed on Nasdaq and the Tel-Aviv Stock Exchange in:
    • a $91 million underwritten follow-on offering of ordinary shares
    • ongoing periodic reporting as a foreign private issuer and Nasdaq compliance since 2000
    • a $125 million Rule 144A offering of senior convertible notes, and subsequent United States resale registration of the notes
    • tender offers (Schedule TO) to repurchase ordinary shares and outstanding convertible notes
  • Securities counsel to a NYSE-listed hospital properties REIT in its shelf registration and in establishing and maintaining successive iterations of a $100 million at-the-market equity offering program
  • Counsel to a NYSE-listed nationwide owner/operator of hospitals in several underwritten public offerings and Rule 144A/Regulation S offerings of in excess of $2 billion aggregate principal amount of convertible notes and senior notes (high-yield and investment grade), resale shelf registrations, A/B exchanges on Form S-4 and redemptions of outstanding notes
  • U.S. securities counsel to a UK-based mining and exploration company in:
    • its U.S. initial public offering, listing on Nasdaq, establishment of an American Depositary Receipt (ADR) facility and subsequent underwritten global share offerings totaling in excess of $640 million
    • ongoing periodic reporting as a foreign private issuer, Nasdaq compliance and ADR facility maintenance for 15 years
    • its sale in a $6.5 billion share-for-share merger (scheme of arrangement) with a major NYSE-listed Canadian gold mining company
  • M&A counsel to a Danish renewable energy company in its $510 million acquisition of a United States offshore wind power company from a U.S. hedge fund
  • Securities counsel to a Greater New York City high-growth food retailer in its $178 million private-equity sponsored JOBS Act IPO and Nasdaq listing
  • Issuer's counsel in several consent solicitations for indenture amendments (with and without solicitation agents), cash tender offers and asset sale offers
  • Advised numerous Canadian issuers and Canadian investment banks in private placements of subscription receipts, common shares and debt securities to U.S. investors pursuant to Rule 144A, Section 4(a)(2) and Regulation D concurrent with public offerings and private placements in Canada
  • Life Fellow, American Bar Foundation
  • Lexis Practice Advisor, Contributing Author, Capital Markets & Corporate Governance
  • "Best Practices For Drafting Insider Trading Policies," Law360, July 1, 2015
  • "Staying Ahead of the Curve in Complying with Current and Anticipated Securities Regulations," in Inside the Minds: SEC Compliance Best Practices, 2013 ed., Aspatore Books/Thomson Reuters, 2013
  • American Bar Association, Mergers & Acquisitions Committee
  • New York State Bar Association
  • Spanish