This case involves a dispute between an investment fund and a luxury resort. The plaintiff firm invested in the defendant’s company, and the investment was executed under a zero-interest convertible note. Under the terms, the firm would either receive the initial investment back or could receive a number of shares based on a prevailing price, for which there was a floor. The plaintiff elected to convert their investment to shares and was poised to make a substantial profit. The defendant subsequently alleged that the floor price was fixed, while the plaintiff alleged that the agreement stipulated a variable floor price that would move downward based on negative economic events. The defendant further alleged that the plaintiff should not be entitled to additional money since the investors made a considerable profit. The plaintiff contended that additional profit was reasonable because there was significant risk.
Question(s) For Expert Witness
- 1. Please describe your experience executing high-value investment deals involving zero-interest convertible notes.
- 2. What executive-level positions have you held in this capacity?
Expert Witness Response E-063483
I have 35+ years of relevant transactional experience. As an investment banker, I was involved in numerous zero-coupon high-yield bond issues. As an attorney, I was responsible as the lead corporate partner for the structuring, drafting, and closing of numerous convertible note transactions.
This senior executive has 25+ years of experience as a corporate and securities attorney. He worked as a corporate, securities, and restructuring attorney specializing in complex transactions such as mergers and acquisitions, reorganizations, financing, securitization, and exotic derivatives. He previously worked as a partner at a legal advisory services firm, where he also specialized in mergers and acquisitions, debt financing transactions, and equity financing transactions. In addition, the expert has prior experience as an investment banker. He most recently served as the general counsel and acting chief executive officer for commercial real estate business.