Jeffrey N. Ostrager

Representative Matters

• Registered offering (shelf takedown) of $500 million 5.250% Notes due 2032 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Public M&A take-private transaction of ZeroFox Holdings, Inc. (ZFOX: Nasdaq Global Market) by technology-focused private equity firm Haveli Investments
• Acquisition by ZeroFox Holdings, Inc. (ZFOX: Nasdaq Global Market) of LookingGlass Cyber Solutions, Inc. in a stock-for-stock merger
• Registered offering (shelf takedown) of $400 million 6.000% Notes due 2028 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• DeSPAC transaction and related Nasdaq listing of ZeroFox Holdings, Inc. (ZFOX: Nasdaq Global Market)
• DeSPAC transaction and related NYSE-American listing of Mobile Infrastructure Corporation (BEEP: NYSE American)
• Successive resale registration statements by ZeroFox Holdings, Inc. (ZFOX: Nasdaq Global Market)
• Successive resale registration statements by Mobile Infrastructure Corporation (BEEP: NYSE American)
• Registered offering (shelf takedown) of $425 million 3.750% Notes due 2026 and $325 million 4.875% Notes due 2030 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Registered add-on offering (shelf takedown) of $250 million 3.750% Notes due 2026 and $325 million 4.875% Notes due 2030 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Registered add-on offering (shelf takedown) of $200 million 4.875% Notes due 2029 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Registered offering (shelf takedown) of $450 million 4.875% Notes due 2029 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Cash tender offer and redemption of $500 million 4.625% Notes due 2020 by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Rule 144A/Regulation S offering of $600 million 4.750% Notes due 2025 and Related Registered Exchange Offer by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Rule 144A/Regulation S offering of $500 million 4.625% Notes due 2020 and $500 million 5.000% Notes due 2023 and Related Registered Exchange Offers by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• $300 million Dutch tender offer by NYSE-listed industrial distribution company
• Acquisition by NYSE-listed industrial distribution company of the industrial distribution segment of Barnes Group
• Private placements of $385 million senior notes maturing from 2020 to 2027 with interest rates ranging from 2.40% to 3.79% by a NYSE-listed industrial distribution company (private placements pursuant to note purchase and private shelf agreements entered into with institutional lenders with subsidiary guarantees)
• Tender, consent solicitation and redemptions of $400 million 6.5% Senior Subordinated Notes and $400 million 6.25% Senior Subordinated Notes by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• $3.6 billion stock-for-stock merger transaction by a Nasdaq Global Select Market Electronics Manufacturing Services Company
• Initial public offering of NYSE-listed aluminum company
• Various equity and debt offerings (high yield, secured and unsecured) and tender and consent solicitations for NYSE-listed aluminum company, NYSE-listed Mexican shipping company, Nasdaq-listed electronics company, and privately-held Mexican railway company

Education

• J.D. New York University School of Law 1980
• • Editor, Annual Survey of American Law
• B.A. History Stony Brook University 1977
• • Phi Beta Kappa

Bar Admissions

• New York

Professional Memberships and Activities

• Member, Association of the Bar of the City of New York
• Member, New York State Bar Association
• Member, American Bar Association
  • Committee on Mergers and Acquisitions
  • Committee on Corporate Governance
  • Committee on Legal Opinions
  • Committee on Market Trend
  • Committee on Securities Registration
• Member, Society of Corporate Secretaries and Governance Professionals
• Member, National Association of Stock Planning Professionals

• Legal 500, M&A: Middle Market (sub-$500 million), 2019
• Martindale-Hubbell, AV® Preeminent Peer Review Rated
• The M&A Advisor, Cross-Border Deal of the Year, 2013 (Served as lead counsel for acquirer)
• BTI Consulting Group, Client Service All-Star – MVP