Steven J. Gray
Partner
Duane Morris LLP
Suite 3700
190 South LaSalle Street
Chicago, IL 60603-3433
USA

Phone: +1 312 499 0112
Fax: +1 312 277 2395
Email: sjgray@duanemorris.com

Steven J. Gray practices in the area of corporate law, representing public and private companies and their boards of directors in connection with general corporate governance and compliance, mergers and acquisitions and new business ventures. Mr. Gray has also represented public companies in SEC, stock exchange and shareholder matters. He has assisted clients in all aspects of the capital formation process, representing corporate issuers and underwriters in securities transactions that include registered public equity and debt financings, Rule 144A/Regulation S institutional placements, PIPE transactions and traditional private placements.

In addition, he represents investment advisors and investment companies in all aspects of fund formation, capital raising, governance and legal compliance. He regularly advises investment advisors on SEC regulation and compliance matters. Mr. Gray is also engaged by domestic and offshore clients on organizing, structuring, marketing and operating hedge funds and other investment entities.

Mr. Gray counsels banks and corporate clients in a variety of commercial loan transactions, such as secured asset-based and cash flow financings. He has extensive experience representing underwriters in bond and other financings for municipalities and governmental entities, and his transaction experience encompasses general obligation and revenue bonds, industrial development bonds, multifamily housing bonds, tax-increment financings, and secondary market and derivative product offerings.

Mr. Gray also has extensive experience representing a variety of not-for-profit groups in legal matters relating to formation of nonprofit entities, reorganization, mergers, governance and IRS tax exemption applications.

Mr. Gray is a 1987 graduate of Case Western Reserve University School of Law and a graduate of the University of Notre Dame (M.B.A., with honors, 1982; B.A., Great Books Program, 1979).

Areas of Practice

• Corporate Law
• Banking and Financial Services
• Corporate Governance
• Private Equity/Venture Capital
• Mergers and Acquisitions
• PIPEs
• Securities Law
• Services for Funds
• Services for Public Companies
• Services for Private Companies

Representative Matters

Corporate

• Represent public companies in a variety of legal contexts, including corporate governance, SEC and stock-exchange regulation and capital market transactions.
• Corporate counsel to two regional electric transmission reliability councils responsible for maintaining the integrity of the nation's electrical grid.
• Represent privately-held investment advisors in SEC registration, regulatory and corporate matters
• Represent privately held M&A advisory/private placement broker-dealers in SEC and FINRA registration, regulatory and corporate matters.
• Represent not-for-profit health care and other institutions in corporate governance "best practices."

Mergers and Acquisitions

• Represented Skyline Global Partners, LLC in connection with the acquisition of Captek Softgel International, Inc. and Winning Laboratories, Inc. for $31.1 million.
• Represented Great Lakes Advisors, Inc. in its $21 million merger with the investment-management arm of Wintrust Financial Corporation (Nasdaq: WTFC) to form Great Lakes Advisors, LLC.
• Represented Middle Eastern private equity investors in $200 million stock purchase of Silicon Valley computer chip design and manufacturing company
• Represented European strategic investor in $75 million stock purchase of holding company for auto dealerships in Eastern Europe.
• Represented strategic investor in $80 million asset purchase of specialty chemical company in the United States.
• Represented European strategic investor in $1.8 billion tender offer for public shares of nationwide nutritional-supplements retailer.
• Represented European strategic investor in $1.6 billion tender offer for public shares of major vitamin supplier.
• Represented asset management company in change-of-control transaction involving sale of revenue share interests.

Financial Services

• Represented real estate investment and management company Innovative Capital Advisors in the formation of $40 million side-by-side private funds for commercial and industrial real estate investments. Transaction involved the creation of an equity fund and a second-mortgage trust to provide coordinated equity and debt financing.
• Represented investment bank William Blair & Company, LLC as underwriter in the issuance by the Village of Pingree Grove, Illinois, of $6.4 million in tax-exempt revenue bonds. Proceeds of the bonds are being used by Northern Kane Educational Corp. to construct additional facilities for a charter school in suburban Chicago.
• Represent sponsor of $100 million commercial real estate investment funds.
• Represent sponsor of $50 million private equity buyout fund.
• Represented offshore sponsor of Cayman Islands fund of hedge funds.
• Represented commercial bank in more than $200 million of private equity capital commitment bridge loans.
• Represented commercial bank in issuance of $1.8 billion of trust preferred securities.
• Represented various banks and underwriters in initial public offerings and secondary public offerings of common stock.
• Represented underwriter in $17 million secondary public offering for chemical company.
• Represented underwriter in $29 million initial public offering for a subprime auto financing company.
• Represented graphic arts company in $31 million secondary public offering.

Project and Municipal Finance

• Represent developer in the financing of $1 billion U.S. military housing complex in Asia.
• Represent underwriters in $500 million City of Chicago Water Revenue Bonds, Series 2010
• Represented underwriters in $800 million City of Chicago General Obligation Bonds, Series 2009 (Refunding, Taxable, Build America and Recovery Zone Economic Development Bonds)
• Represented underwriter in $90 million South Dakota Board of Regents Housing and Auxiliary Facilities System Revenue Bonds, Series 2009 (Build America Bonds).
• Represented underwriters in $365 million City of Chicago General Obligation Bonds, Series 2007 (Modern Schools Across Chicago Program).

Professional Activities

• American Bar Association
• Illinois State Bar Association
• Chicago Bar Association

Admissions

• Illinois

Civic and Charitable Activities

• SGA Youth and Family Services
  - Board Member

Selected Publications

• Author, The Initial Public Offering, Securities Law Techniques, (A.A. Sommer, Jr., gen. ed., Matthew Bender, 2006)
• Mr. Gray has also contributed securities law articles to The Daily Deal and The Journal, a publication of the Association for Corporate Growth

Selected Speaking Engagements

• Panelist, "Trends and New Deal Structures: What Lies Ahead," Duane Morris Municipal Finance Webinar, March 22, 2011
• Mr. Gray has spoken on various securities law topics before the National Investor Relations Institute (NIRI) and on the role and responsibilities of audit committees at the KPMG Audit Committee Institute.
• Mr. Gray has also addressed the National Association of Corporate Directors (NACD) in Chicago on issues relating to not for profit organizations, including best practices for boards and indemnification of management.
• Over the years, Mr. Gray has been a regular speaker on underwriting topics at the annual Bond Attorneys' Workshop of the National Association of Bond Lawyers (NABL).