David S. Stone

Partner

Overview

David Stone is a partner in the Corporate practice and is based in the firm’s Chicago office. He has more than three decades of experience advising management and boards of directors of public and private companies throughout the country, and acts as U.S. counsel for international clients, in complex corporate transactions, securities offerings and governance matters, as well as day-to-day general corporate, securities compliance and executive compensation matters. David also frequently serves as outside general counsel to his clients, bringing with him a unique perspective having previously served as the acting general counsel of a publicly-traded company, and directing them through a transformational transaction with complex tax issues.

David represents issuers in registered public equity and debt offerings (including initial public offerings, primary and secondary offerings and rights offerings) and public and private placements of equity and debt securities, as well as investors and borrowers in private equity and venture capital investments.

David’s clients span a broad range of industries – energy, mining, insurance, technology, manufacturing and many more – and he provides strategic counsel to their officers and directors on mergers, acquisitions, dispositions, public and private tender offers, and proxy contests. He also has significant experience helping clients develop and implement effective strategies to overcome the multifaceted challenges in seeking to preserve and monetize net operating losses (NOLs).

David has a rare ability to build an extraordinary level of trust with clients based on his strong technical skills and his devotion to understanding every aspect of their operations, competitive environments and long-term objectives. This comprehensive approach enables him to develop strategies tailored to each distinct set of circumstances and navigate his clients through the numerous challenges and opportunities they encounter throughout the life cycle of their businesses. According to his clients, “He understands and does a very effective job of managing the day-to-day governance issues and the various matters that come up during the year.” David “provides excellent advice and counsel from a practical as well as legal point of view,” and “he thinks like a business leader, so he is that much more valuable.”

David is currently recognized in Band 1 in the Chambers Global and USA Nationwide Mining & Metals categories and has been recognized in those categories since their inception; and was first recognized in Chambers USA: Corporate/M&A & Private Equity in 2010. In the words of his clients, “David has a good business head. He is always very measured in his responses and is a good sounding board from a business standpoint and “he is very thorough and accessible.  He is an incredible lawyer.”

Career & Education

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    • University of Michigan, A.B., with distinction, 1982
    • University of Michigan Law School, J.D., cum laude, 1985
    • University of Michigan, A.B., with distinction, 1982
    • University of Michigan Law School, J.D., cum laude, 1985
    • Illinois
    • Illinois
    • Economic Club of Chicago
    • Nourishing Hope, Chair Finance, Risk and Audit Committee (2019-2023) and Board Member (2013-2023)
    • Princeton Club of Chicago Leadership Council and Co-Legal Counsel (2013 – 2019)
    • Economic Club of Chicago
    • Nourishing Hope, Chair Finance, Risk and Audit Committee (2019-2023) and Board Member (2013-2023)
    • Princeton Club of Chicago Leadership Council and Co-Legal Counsel (2013 – 2019)

Representative Matters

David has been involved in a large number of significant transactions involving publicly held companies, many of which have been for long-time clients, including the following transactions:

  • Hycroft Mining Holding Corporation in its registered “at-the-market” equity offering program generating aggregate gross proceeds before commissions and offering expenses of approximately $139 million; 
  • Hycroft Mining Holding Corporation in its private placement of $50 million of equity securities, consisting of units of shares of common stock and warrants, to American Multi-Cinema, Inc. and 2176423 Ontario Limited, an entity affiliated with investor Eric Sprott; 
  • Sandstorm Gold Ltd. in its agreement to acquire Nomad Royalty Company Ltd. under a plan of arrangement in a transaction valued at approximately $590 million;
  • Hycroft Mining Corporation in its acquisition by Mudrick Capital Acquisition Corporation, a publicly traded SPAC, and renamed as Hycroft Mining Holding Corporation (Nasdaq: HYMC), in a transaction valued in excess of $537 million in which Hycroft simultaneously recapitalized and restructured its capital structure, converted, exchanged or repaid its secured debt and sold all of the equity interests in its subsidiaries and substantially all of its other assets and liabilities to the SPAC;  
  • Equity Group Investments in its strategic investment in a leading dealer of agricultural equipment based in the Midwest;
  • Hycroft Mining Holding Corporation (Nasdaq: HYMC) in an upsized $86 million underwritten public equity offering consisting of units of shares of common stock and warrants;
  • Stockholders of Anixter International Inc. in its merger with WESCO International Inc. valued at $4.5 billion and in prior bids by Clayton Dubilier & Rice;
  • Goldcorp Inc. in its $10 billion stock merger with Newmont Mining Corporation in the then largest gold mining transaction in history to create the world’s largest gold mining company;
  • Tahoe Resources Inc. in its stock and cash merger with Pan American Silver Corporation valued in excess of $1.3 billion and issuance of contingent value rights (CVRs) for up to an additional $220 million, to create the world’s pre-eminent silver mining company;
  • Goldcorp Inc. in its $250 million acquisition of Exeter Resource Corporation in a negotiated public tender offer and second step plan of arrangement;
  • Goldcorp Inc. in its $400 million acquisition of Kaminak Gold Corporation;
  • Equity Group Investments in its bridge financing of Par Pacific Holding’s acquisition of Wyoming Refining Company and related registered rights offerings;
  • Goldcorp Inc. in its $1.0 billion public debt offering;
  • Goldcorp Inc. in its $2.6 billion hostile take-over bid for Osisko Mining Corp.;
  • Covanta Holding Corporation in multiple public debt offerings of $400 million each;
  • Goldcorp Inc. in its $224 million and $44 million secondary offerings of common shares of Primero Mining Corp.;
  • Zell Credit Opportunities Fund as a lead investor in a $200 million PIPE investment in Par Petroleum Corporation;
  • Allied Nevada Gold Corp. in its $150.5 million common stock “bought deal” underwritten public offering;
  • Goldcorp Inc. in its $3.6 billion acquisition of Andean Resources, Ltd.;
  • Goldcorp Inc. in its contested acquisition of Canplats Resources Corporation following a bidding contest with Minera Penmont, S. de R.L. de C.V., a company jointly owned by Fresnillo PLC and Newmont USA Limited, a subsidiary of Newmont Mining Corporation;
  • Allied Nevada Gold Corporation in its $400 million “bought deal” Rule 144A high yield debt offering;
  • Goldcorp Inc. in its $1.5 billion acquisition of Gold Eagle Mines, Ltd.;
  • Glamis Gold Ltd. in its acquisition by Goldcorp Inc. for $8.6 billion in a merger that formed one of the largest gold mining companies in the world;
  • Glamis Gold Ltd. in its $1.3 billion acquisition of Western Silver Corporation;
  • Glamis Gold Ltd. in its $3.7 billion cross-border, hostile tender offer and proxy fight for Goldcorp Inc.;
  • Glamis Gold Ltd. in its acquisition of Francisco Gold Corp.;
  • TeleTech Holdings Inc. in its purchase of the eLoyalty U.S. business from Mattersight Corporation;
  • Tahoe Resources Inc. in its initial public offering and U.S. private placement;
  • Covanta Holding Corporation in its transformational $2.0 billion acquisition of American Ref-fuel Holdings Corp. and financing through a $400 million public rights offering to preserve NOLs;
  • Placer Dome, Inc., then one of the world’s largest gold mining companies, in its $1.1 billion acquisition of Getchell Gold Corporation;
  • Numerous public offerings of securities, including complex rights offerings, for Covanta Holding Corporation, Goldcorp Inc., Glamis Gold Ltd. and others; and
  • Numerous public and private acquisitions and dispositions.

Recognition

  • Band 1, Chambers Global: Mining & Metals 2017-2024
  • Band 1, Chambers USA: Nationwide: Mining & Metals, 2022-2023
  • Chambers USA: Corporate/M&A & Private Equity, 2010-2023
  • Illinois Super Lawyers: recommenced in “Securities and Corporate Finance,” 2017-2024
  • The Best Lawyers in America: recommended in “Corporate Law” 2006-2022
  • Named a Thomson Reuters Stand-out Lawyer