Gary E. Constable is a partner in the Firm’s Corporate and Securities and General Business Practice Groups. He advises private and public companies, founders, sponsors, investors, and senior executives on corporate, securities, financing, and general business matters across the full corporate lifecycle.
An important aspect of Mr. Constable’s practice is serving as outside general counsel to companies and their principals. In that role, he advises sponsors, boards of directors, and management teams on corporate governance, fiduciary duties, litigation and dispute management, strategic planning, financings, and transaction execution, as well as a broad range of day-to-day legal and commercial matters, including licensing, franchising and branding, joint ventures and strategic alliances, distribution and supply chain arrangements, and other commercial agreements. He is valued for providing practical, strategic counsel tailored to his clients’ business objectives.
Mr. Constable’s practice also encompasses a broad range of domestic and cross-border corporate and financing transactions, including capital raises from angel and seed financings to growth-stage and mature company financings involving complex debt and equity structures. He regularly represents founders and emerging growth companies, as well as private equity sponsors, family offices, venture capital funds, and other investors, in acquisitions, financings, investments, and liquidity events. His practice includes significant lead counsel experience in sophisticated public and private M&A transactions, including platform acquisitions, add-on acquisitions, and other roll-up and build-up strategies, as well as domestic and cross-border credit facilities, acquisition financings, capital markets offerings, and structured finance transactions. His matters have ranged from early-stage investments to large complex strategic transactions. Over the course of his career, he has represented clients across a broad range of industries, including private equity and investment firms, aerospace, defense and homeland security, materials and industrials, consulting and other professional services, consumer and luxury brands, food and beverage, technology, healthcare, real estate and hospitality, and advertising and media.
Mr. Constable also advises companies, senior executives, senior executive teams, and senior financial professionals on executive employment and compensation matters, including executive onboarding, departures, career transitions, change-in-control scenarios, and equity incentive matters.
Memberships and Associations
Association of the Bar of the City of New York
Representative Transactions:
- Represented a public company in its simultaneous acquisition of two privately-owned companies in the outdoor sports and recreation industry for an aggregate purchase price of $135 million.
- Represented a German industrial conglomerate in its $40 million acquisition of a 100+ year old industrial machine manufacturer.
- Represented a public company manufacturer and distributor of military and law enforcement products in its sale to a multinational defense contractor for $4.5 billion.
- Represented a company in its bid for the purchase of a sporting goods business in a bankruptcy auction.
- Represented a public manufacturer and supplier of law enforcement and military products in its $1.1 billion acquisition of a public manufacturer and distributor of tactical wheeled military vehicles.
- Represented a dormant public company with respect to its redeployment of assets through the acquisition of an industrial steel products manufacturer valued at $43 million for a combination of common stock and cash.
- Represented a NYSE-listed company in its acquisition of a leading manufacturer and distributor of air purifiers, humidifiers, heaters and fans for $600 million in cash and common stock.
- Represented a public company that is a provider of customized business research and consulting services in numerous acquisitions of various business research companies.
- Represented a NYSE-listed company in its $60 million acquisition of a private manufacturer and supplier of police duty gear and consumer backpacks.
- Represented a NYSE-listed company in its acquisition of an AMEX-listed manufacturer and distributor of aerospace and military safety products for $140 million.
- Represented a group of private investors in their leveraged buyout acquisition of a multinational beauty packaging division of a public corporation in a transaction valued at $20 million.
- Represented a nationwide health club chain in its sale to a public company for $100 million in cash and publicly-traded NYSE common stock.
- Represented a public medical products and personal care company in the $4.75 million sale of its orthopedic, orthotic and prosthetic medical products business to a financial investor.
- Represented a public consumer products company in its acquisition of a private arts and crafts supply company for $40 million.
- Represented a public consumer products company in its acquisition from a public retail clothing company of the assets of an arts and crafts accessory products business valued at $3 million.
- Represented a public medical products and personal care company in the $2.1 million sale of its Canadian business to a management-led group of investors.
- Represented a public company in its corporate restructuring of one of its significant international divisions in anticipation of a possible sale of the division.
- Represented a public company manufacturer in commercial and financing negotiations with a key supplier having financial and operational difficulties.
- Represented a private restaurant chain in a master licensing transaction involving the license of its name, business model and trademarks to an international restaurant operator with respect to multiple domestic and international locations.
- Represented a chain of party supply stores in a franchise transaction involving the license of its name and business model and sale of certain of its stores for approximately $2 million in cash and secured promissory notes.
- Represented a private equity fund in its $5 million convertible debt investment in a public software company.
- Represented a private securityholder in a control dispute relating to a troubled business resulting in a sale of his equity and debt interests for $1.6 million in cash and secured debt.
- Represented a high net worth individual in his $75 million leveraged investment in a newly-formed hedge fund.
- Represented a public consumer products company in a $200 million accounts receivable financing facility.
- Represented various public and private companies as borrowers in numerous credit facilities involving secured and unsecured revolving, term and asset-based loans in amounts ranging from $3 million to $1.6 billion with major money center banks as lead lenders.
- Represented various public and private companies in numerous underwritten public offerings and private placement offerings of equity and/or debt securities, in amounts ranging from $3 million to $400 million.
- Represented various public companies in connection with their ongoing regulatory compliance under the Securities Exchange Act of 1934, including filing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Definitive Proxy Statements on Schedule 14A, as well as registration statements under the Securities Act of 1933.