Bruce F. Perce

Bruce represents publicly and privately held companies in connection with other significant transactions, including mergers, acquisitions, tender offers, exchange offers, consent solicitations, liability management transactions, proxy contests, joint ventures, spin-offs, restructurings and recapitalizations. Bruce has extensive experience counseling clients on the application of corporate law and SEC regulations to corporate transactions, including the SEC’s tender offer, proxy and going private rules.

He also advises companies, directors, board committees and management on corporate governance and SEC reporting and compliance matters, compliance with stock exchange listing requirements, and defensive measures. Bruce served as interim general counsel of CBOT Holdings, the holding company for the Chicago Board of Trade, following its IPO and continued to represent CBOT Holdings in connection with its merger with CME Group and the settlement of a longstanding exercise right dispute with the Chicago Board Options Exchange.

Bruce represents clients from a variety of industries, including financial services, exchanges and trading, telecommunications, manufacturing and life sciences.

• Represented the underwriters in an offering by a major chemical company, and certain selling securities holders of $2.0 billion of common stock and $6.0 billion of senior notes.
• Represented CBOT Holdings, Inc., the holding company for the Chicago Board of Trade, in its $12 billion merger with Chicago Mercantile Exchange Holdings Inc. and a related unsolicited takeover proposal from IntercontinentalExchange, Inc.
• Represented American Cellular Corporation in a tender offer $715 million of senior notes and related consent solicitation.
• Represented Intranasal Therapeutics in connection with a $40 million venture capital financing.
• Represented Lehman Brothers Inc., Bear, Stearns & Co. Inc. and the other underwriters in an $81 million public offering of common stock by Cogent Communications Group.
• Served as interim general counsel of CBOT Holdings, Inc., from December 2005 to May 2006.
• Represented Nucryst Pharmaceuticals Corporation, a Canadian corporation, in connection with its $75 million initial public offering in the United States.
• Represented the selling stockholders in connection with an $880 million initial public offering by NAVTEQ Corporation.
• Represented Dobson Communications Corporation in connection with a $150 million floating rate high-yield debt offering and a $150 million convertible bond offering.
• Represented Dobson Communications Corporation in connection with a registered exchange offer for outstanding preferred stock.
• Represented Dobson Communications Corporation in connection with an $825 million secured high-yield debt offering.
• Represented Assured Guaranty Ltd., a Bermuda company, in connection with its $880 million initial public offering in the United States.
• Represented Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc., and SunTrust Capital Markets, Inc., in connection with a $300 million debt offering by International Speedway Corporation.
• Represented Merrill Lynch & Co., Wachovia Securities, LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc. in connection with a $150 million debt offering and $150 million convertible bond offering by American Axle & Manufacturing Holdings, Inc.
• Represented Arthur Andersen LLP in the sale of its internal audit and risk consulting practices to Robert Half International Inc. and Protiviti Inc.
• Represented Cabot Industrial Trust in connection with its $2.1 billion acquisition by CalWest Industrial Properties, LLC.
• Represented Salomon Smith Barney, JPMorgan, Banc of America Securities LLC and the other initial purchasers in a $4.6 billion global debt offering by Kellogg Company.
• Represented Salomon Smith Barney and Bear, Stearns & Co. Inc. in a $500 million global debt offering by a major chemical company.
• Represented Merrill Lynch & Co., JP Morgan, Goldman, Sachs & Co., and the other underwriters in a $1.2 billion debt offering by Motorola.