Overview
Riley O’Farrell focuses his practice on corporate advisory and transactional matters, with an emphasis on capital markets transactions and public company representation. He advises issuers, underwriters, and investors across a broad range of securities offerings, with a particular focus on debt capital markets. Riley regularly represents public and private companies in registered and unregistered debt offerings, including investment-grade and high-yield notes, convertible debt, and Rule 144A and Regulation S transactions, as well as tender offers, private placements and take-private transactions.
In addition, Riley serves as outside securities counsel to public companies on Securities Exchange Act of 1934 reporting and compliance matters, including Forms 10-K, 10-Q and 8-K, proxy statement disclosures, and stock exchange compliance. Riley also regularly advises family offices, significant shareholders, and insiders on the most complex beneficial ownership and insider reporting matters under Sections 13 and 16 of the Securities Exchange Act, including Schedules 13D and 13G and Forms 3, 4 and 5, as well as related aggregation, group status, and attribution issues arising from sophisticated ownership structures.
Riley also represented public and private companies, including private equity sponsors and their portfolio companies, in connection with syndicated secured and unsecured credit facilities, acquisition financings, recapitalizations, bridge financings, senior subordinated debt and mezzanine transactions for sponsored acquisitions, leveraged buyouts, refinancings and general corporate purposes.
Results
- Represented one of the largest for-profit hospital operators and care providers in the US in its sale of $1.5 billion principal amount of high-yield senior secured notes pursuant to a Rule 144A offering and its simultaneous cash tender offer and concurrent consent solicitation with respect to approximately $875 million of its existing notes
- Represented Kingswood Capital Management, a Los Angeles-based private equity firm, in the entry into a definitive agreement pursuant to which affiliates of each Kingswood and Forager Capital Management, LLC, will acquire, in an all-cash transaction, all of the issued and outstanding common shares of Quipt Home Medical Corp. (Quipt) (NASDAQ: QIPT; TSX: QIPT), a US-based home medical equipment provider. The transaction is expected to close during the first half of 2026, subject to customary closing conditions, including receipt of required shareholder, regulatory, and court approvals
- Represented Patrick Industries, Inc. (NASDAQ: PATK) in a sale of $500 million principal amount of its 6.375% Senior Notes pursuant to a Rule 144A offering and simultaneous refinancing of its $1 billion senior secured credit facility
- Represented Compeer Financial, a member-owned Farm Credit cooperative, in its $300 million offering of fixed-rate reset perpetual preferred stock
- Represented BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Siebert Williams Shank & Co., LLC as joint book-running managers in an underwritten public offering of $500 million in 4.150% senior unsecured notes and $750 million in 5.117% fixed-to-fixed rate subordinated notes of Northern Trust Corporation (NASDAQ: NTRS)
- Represented Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, in connection with its public offering of $500 million aggregate principal amount of 4.800% senior notes due 2030 and its public offering of $500 million aggregate principal amount of 4.950% senior notes due 2035
- Advised selling founder in connection with the private equity acquisition of control of a leading global cybersecurity firm
- Represented a private equity firm and its portfolio company in the negotiation and documentation of a $140 million senior secured channel financing credit facility
Community
- Chicago Bar Association
- Illinois State Bar Association
Credentials
Education
Northwestern Pritzker School of Law, JD, cum laude, 2023
Indiana University, BA, summa cum laude, 2020
Admissions
Illinois
Languages
English
Arabic
