J. Steven Patterson

Steve has more than three decades of experience counseling domestic and international clients on mergers and acquisitions, public and private securities offerings, securities compliance, and corporate governance matters. As co-head of Hunton’s mergers and acquisitions practice group and former co-head of the retail and consumer products industry group, Steve drives growth both within the firm and for his clients. He is skilled in strategic partnership and relationship building, and has a particular interest in helping in-house teams—especially general counsel—manage outside counsel effectively.

While his work spans multiple industries, Steve focuses on retail and consumer products companies. His clients range from supermarkets to a well-known home improvement company to a snack manufacturer to restaurants, retail companies, and more. He has represented them in million- to billion-dollar acquisitions, sales, and public offerings. He also represents numerous public companies and their boards of directors in all aspects of corporate governance, including with respect to major corporate transactions, fiduciary duties, shareholder activism, strategic defenses, and executive matters, such as annual evaluations of chief executive officers by boards of directors. He is a frequent speaker on topics such as corporate governance, crisis planning and management, and strong board foundations.

Mergers, Acquisitions, and Sales

• Represented a Fortune® 50 home improvement company in its $2.3 billion acquisition of a Canadian retailer, as well as its $512 million acquisition of a maintenance supply company.
• Represented the second-largest snacks manufacturer in the US 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 an international quick-serve restaurant company in its strategic acquisitions and dispositions, minority investments and joint ventures, securities compliance, and a buyout of a minority shareholder.
• Represented a retail automobile company in its strategic acquisitions program.
• Represented hospitals in mergers and divestitures.
• Represented domestic and international supermarket companies in strategic acquisitions, dispositions, securities compliance, shelf registrations, debt financings, Eurobond offerings, and internal corporate restructurings.

Share Sales, Exchanges, and Public Offerings

• Represented a Fortune® 100, NYSE-listed retail company in response to share accumulations and public statements by Pershing Square Management.
• Led a $2 billion share exchange and simultaneous public offering in which an international supermarket company acquired a US public company and listed American Depositary Receipts on the NYSE.
• Led a 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 a company valued at over $3.5 billion.
• Represented an international consumer products company in a $200 million Rule 144A/Regulation S senior notes offering and registered exchange offer.
• Represented a retail company in an $827 million private exchange offer of senior notes for two series of outstanding notes and an associated registered exchange offer.
• Represented a retail company in an underwritten $300 million senior notes shelf takedown public offering.
• Represented a retail company in a $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, as well as an associated registered exchange offer for the US dollar-denominated notes.
• Represented an underwriter in connection with a secondary offering by a sporting goods company.
• 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, 2017-2025

• Member, American Bar Association, Business Law Section