Bar & Court Admissions
- State Bar of California
Columbia Law School, J.D.
University of California, Irvine, B.A. & B.S.
A member of M&R’s Corporate & Securities Department, Ryan Hong has extensive experience handling a wide range of sophisticated corporate transactions. Mr. Hong specializes in mergers and acquisitions, equity and debt financings, initial and follow-on public offerings, securities compliance and corporate governance matters. He has worked with private and public companies. He has represented both issuers and investors in equity financings and both buyers and sellers in business sale transactions.
Mr. Hong has also counseled and advised companies of all sizes on matters ranging from spin-off and other divesture transactions, Exchange Act filings, strategic alliances, and investment fund formations.
Additionally, Mr. Hong has expertise in establishing complex joint ventures and partnerships, as well as technology, distribution, manufacturing and licensing arrangements, and other intellectual property-related transactions.
Mr. Hong earned his J.D., from Columbia Law School, in 1994, where he was a Harlan Fiske Stone Scholar. He received his B.A., in Political Science, and his B.S., in Information and Computer Science, from the University of California, Irvine, in 1991.
Acquisition: Mr. Hong assisted in the acquisition of Forbes, LLC by a Hong Kong investment company, including the auction and bidding process. He helped draft the membership interest purchase agreement, reviewed all existing operating agreements and documents, and advised the investment group regarding the structure for the acquirer that ultimately purchased the business.
Asset Sale: Mr. Hong handled the $5 million asset sale of a specialty coffee company. He drafted the asset purchase agreement, negotiated letters of intent, coordinated with tax counsel, and negotiated all non-compete agreements. Mr. Hong further dealt with indemnification issues regarding founders, stock holders, and note holders.
Equity Financing: Mr. Hong handled Composite Technology Corporation’s (CTC) $60 million acquisition of EU Energy plc, a wind-based UK technology company. This was a stock swap transaction, whereby Mr. Hong’s client, CTC, issued stock in exchange for EU Energy stock. Mr. Hong drafted and negotiated the stock purchase agreement, along with attaining the requisite regulatory approvals. He also was instrumental in assisting CTC with its subsequent $40 million private financing with Credit Suisse.
Equity Sale: Mr. Hong successfully advised a wholesale distributor of wireless products, with its $15 million Class C Unit equity financing from a private equity fund, and other investors. Mr. Hong drafted, prepared and negotiated the Class C Unit Purchase Agreement, the Amended and Restated Limited Liability Company Agreement and various ancillary documents. He negotiated management contracts, including appropriate compensation levels.Additionally, Mr. Hong advised on the rights of the investors relative to the founding members.
Initial Public Offering: Mr. Hong handled an IPO on behalf of an electric vehicle company. He drafted registration statements, negotiated with the Securities and Exchange Commission (SEC), counseled management regarding observance of federal securities laws during quiet period issues, made applications to the New York Stock Exchange’s AMEX division, negotiated with underwriters, filed S-1 registration statements, advised company and management regarding public company obligations, and drafted indemnification agreements for the Board of Directors.
Initial Public Offering: Mr. Hong assisted Valueclick, a NASDAQ company, in its $78 million IPO. He drafted the registration statement, negotiated with the lead underwriter, Goldman Sachs, and interfaced with the SEC on all document issues.
Mezzanine Financing: Mr. Hong was lead attorney in the senior subordinated mezzanine financing of an aerospace engineering company. He prepared the debt agreement, promissory note, security agreement, and subordination agreement with the bank.
Preferred Stock Financing. Mr. Hong handled a $3.5 million Series A preferred stock financing for an e-commerce auction company. He negotiated the letter of intent with the lead investor’s counsel, and drafted and prepared the pro forma capitalization table for management. He reviewed and revised the purchase agreement and all ancillary documents including the restated articles of incorporation and the investors’ rights agreement. Mr. Hong also formed the company’s stock option plan and prepared management’s employment agreements.
Sale through Tender Offer: Mr. Hong acted as lead counsel in the $28 million sale of a publicly-traded defense company through a tender offer to a public acquirer. The target company signed a merger agreement with one acquirer but ultimately closed the merger with a second acquirer that made a higher, or “topping” bid to purchase the target. He structured the transactions, negotiated the major documents, including the letter of intent and merger agreement. He also negotiated the employment, non-competition, and transition services agreements for management. He advised the target’s Board of Directors of the “Revlon” case and its related fiduciary obligations in connection with the sale process. Mr. Hong additionally advised the target’s Board upon receipt of the higher offer from the second acquirer. He supervised the drafting and preparation of the target’s Proxy Statement and all other filings with the SEC in connection with the tender offer.
Structured Financing: Represented a leading aviation services platform and top ten charter operator in a refinancing transaction resulting in it raising $60 million in equity and debt to fund a number of strategic initiatives.
- Business Insider, Erie News Now, Business Aviation and Corporate Jet Investor, February 27, 2019
- Daily Journal, March 23, 2017
- MediaLink’s Founder Taps its Long-Time Advisor Michelman & Robinson, LLP in its Sale to Ascential plcPress Release, March 22, 2017
- Daily Journal, February 26, 2015
- Law360, February 24, 2015
- Law360, October 2, 2014
- The Social Media Monthly, September 14, 2015
- Target Marketing, April 15, 2015
- Target Marketing, February 16, 2015
Past Speaking Engagements
- Startup Weekend Ventura County: Healthcare & AgricultureCamarillo, California, April 21, 2017
- Silicon Beach Fest 2015Marina Del Rey, CA, June 25, 2015