J. Steven Patterson

Steve’s practice focuses on mergers and acquisitions, public and private securities offerings, securities compliance, and corporate governance matters, for domestic and international clients. Steve is co-head of the firm’s Mergers & Acquisitions group and co-head of the firm’s Retail and Consumer Products Industry group. He works with a variety of retail and consumer products companies. He also plays a lead role in developing strategic relationships with some of the firm’s largest institutional clients and has extensive experience with legal project management and creating alternative fee arrangements tailored to meet the particular needs of clients. His co-authored case study entitled “Moving From a Cost-Based to a Value-Focused Outside Counsel Strategic Partnership Model” appears in the treatise Successful Partnering Between Inside and Outside Counsel published by Thomson Reuters Westlaw and Association of Corporate Counsel (2021).

Steve is admitted to practice before the US Court of Appeals for the 4th Circuit, the US District Court for the Eastern District of Virginia, and the US Bankruptcy Court for the Eastern District of Virginia. After earning his law degree, Steve served as a law clerk for the Hon. Ellsworth A. Van Graafeiland of the US Court of Appeals for the 2nd Circuit. Currently, Steve is a member of the American Bar Association, Business Section, and a member of the Advisory Board for the Georgetown Corporate Counsel Institute.

• Represented a FORTUNE® 50 home improvement company in its $2.3 billion acquisition of a Canadian retailer.
• Represented a FORTUNE® 50 home improvement company in its $512 million acquisition of a maintenance supply company.
• Represented the second-largest snacks manufacturer in the U.S. in its acquisition of a snacking chocolates brand manufacturer.
• Represented an international supermarket retailer in its $275 million sale of three banners and related assets.
• Represented a Fortune 100, NYSE-listed retail company in response to share accumulations and public statements by Pershing Square Management.
• Led $2 billion share exchange and simultaneous public offering in which international supermarket company acquired US public company and listed American Depositary Receipts on the New York Stock Exchange.
• Led partial initial public offering of the largest Canadian quick-service restaurant company valued at over $600 million and its subsequent spin-off of remaining shares of company valued at over $3.5 billion.
• Represented domestic and international supermarket companies in securities compliance, strategic acquisitions, dispositions, shelf registrations, debt financings, Eurobond offerings and internal corporate restructurings.
• Represented international consumer products company in $200 million Rule 144A/Regulation S senior notes offering and registered exchange offer.
• Represented numerous public companies and their Boards of Directors on all aspects of corporate governance, including with respect to major corporate transactions, fiduciary duties, shareholder activism, strategic defenses and executive matters.
• Represent public energy companies in annual evaluations of chief executive officers by the board of directors.
• Represented international quick-serve restaurant company in its strategic acquisitions and dispositions, minority investments and joint ventures, securities compliance, as well as its buyout of a minority shareholder.
• Represented retail company in $827 million private exchange offer of senior notes for two series of outstanding notes and associated registered exchange offer.
• Represented retail company in an underwritten $300 million senior notes shelf takedown public offering.
• Represented retail company in $1.1 billion waterfall debt tender offer for three series of notes, Rule 144A/Regulation S offering of €500 million in senior notes and $450 million in senior notes and associated registered exchange offer for the US dollar-denominated notes.
• Represented retail automobile company in its strategic acquisitions program.
• Represented underwriter in connection with a secondary offering by a sporting goods company.
• Represented hospitals in mergers and divestitures.
• Represented venture capital groups engaged in multiple simultaneous acquisitions and initial public offerings in the travel services, resort property management and courier dispatch services industries.

• Recommended for M&A: Middle Market ($500m-999m), Legal 500 United States, 2015, 2017-2024

• Member, American Bar Association, Business Law Section