Liza L.S. Mark

Partner

Hong Kong

P: (852) 2105-0222

F: (852) 2524-3000

Liza L.S. Mark is a partner in Dorsey's Corporate Group in Hong Kong. Ms. Mark has concentrated her practice securities and derivatives. She represents issuers, investment banks/financial intermediaries, and investors in financing transactions, including equity and debt public offerings and cross-border private placements, both in Hong Kong and in the U.S. She is experienced in U.S. and Hong Kong corporate finance transactions, including Hong Kong IPOs, Rule 144A offerings, SPAC acquisitions, PIPEs, Asian in-bound equity offerings and private placements of debt and equity securities. She also regularly advises clients regarding mergers and acquisitions, corporate governance and U.S. securities laws public company reporting and compliance.

Ms. Mark has particular financing expertise in certain industries, including working with transportation and logistics companies, healthcare companies and clean technology companies. Ms. Mark has worked closely with foreign private issuers in their securities offerings in the United States and in the Hong Kong markets. She has also worked with financial institutions in connection with international offerings of equity and debt securities and structured products, as well as medium-term note programs.

Representative Work

Public Securities Related Transactions

China TransInfo Technology Corp. PIPE offering for $15 Million
Textainer Group Holdings Limited initial public offering of 9 million Common Shares for $148.5 million
American Pacific Corporation $110 million 144A Senior Note Offering, 9% Senior Notes due 2015
MultiCell Technologies Inc. $8 million Equity Line Offering
Acquisition of EDAW, Inc. by AECOM Technology Corporation through a California Fairness Hearing pursuant to Rule 3(a)(10) of the Securities Act of 1933, as amended.
MoneyGram International, Inc. $500 million Universal Shelf registration
UnitedHealth Group Incorporated $3 billion Universal Shelf registration
UnitedHealth Group Incorporated $500 million Note Offering, 4.875% Notes due 2015
UnitedHealth Group Incorporated $1.5 billion Note Offering, 3 3/8% Notes due 2007, 4 1/8% Notes due 2009 and 5% Notes due 2014
Deluxe Corporation $600 million 144A Note Offering, 3 1/2% Notes due 2007 and 5 1/8% Notes due 2014
Curative Health Services, Inc. $185 million 144A Senior Note offering, 10 3/4% Senior Notes due 2011
UnitedHealth Group Incorporated $500 million Note Offering, 3 3/4% Notes due 2009 and 4 3/4% Notes due 2014
Velocity Express $18.5 million subscription rights offering of Series I Preferred Stock
UnitedHealth Group Incorporated $500 million Note Offering, 3.30% Notes due 2008
The Elder-Beerman Stores going private transaction involving $75 million in shares of Common Stock pursuant to a proxy statement and Schedule 13e-3 filing
Deluxe Corporation offering of $300 million principal amount of 5.00% Senior Notes due 2012
Deluxe Corporation filing of $500 million debt shelf registration statement, launching of the Medium Term Note Program and the issuance of $75 million principal amount of medium term notes
Diametrics Medical $5.8 million sale of all or substantially all of its assets
Entegris initial public offering of 13 million shares of Common Shares for $143 million
U.S. Bancorp $936.8 million offering of 22.1 million shares of Common Stock in connection with its acquisition of Western Bancorp
U.S. Bancorp $99.4 million offering of 3.1 million shares of Common Stock in connection with its acquisition of Peninsula Bank of San Diego
U.S. Bancorp $294.5 million offering of 9 million shares of Common Stock and warrants in connection with its acquisition of Bank of Commerce

Mergers & Acquisitions and Private Placements

Acquisition of management rights of the container fleet of Capital Lease Limited, Hong Kong by Textainer Group Holdings Limited in conjunction with the acquisition of all of the assets of Capital Lease Limited.
Private placement of quasi-debt instruments of Sub-One Technology Inc. by ITI Scotland Limited.
Acquisition of Scharffen Berger Chocolate Maker, Inc. by The Hershey Company
$150 million acquisition of Critical Care Systems, Inc.
Holding company reorganization and acquisition of Grand Toys International, Inc. (Nasdaq listed) by Hong Kong company
Acquisition of Timm Medical Technologies by Endocare for $10.7 million and 1.6 million shares of Endocare Common Stock
$161.4 million merger of ITI Technologies and SLC Technologies
Cross-border acquisition of TeeMaster by a publicly-listed Canadian corporation, Book4Golf.com
$29.3 million acquisition of Kajax Engineering by NCS Pearson
$1.9 million acquisition of Goal Designs by NCS Pearson
$27.4 million acquisition of Reid Psychological Systems by NCS Pearson
$250,000 cross-border acquisition of Cenpok Education Services, a Peoples Republic of China company, by NCS Pearson
FireVue private placement of $5.2 million of Series A Convertible Preferred Stock

U.S. Securities Law Public Company Compliance

Advised and coordinated on-going filing of public company periodic reports and proxy statements for American Pacific Corporation, Westaff Inc., McGrath Rentcorp, Syneron Medical Ltd., Curative Health Services, Metris Companies, Pemstar, and ATS Medical.
Advised Velocity Express regarding SEC comments on Exchange Act filings, Nasdaq delisting issues, Form 10-K and Form 10-Qs.

Presentations

“Overview of U.S. Capital Markets and Securities Regulation,” February 2009
“The Basics of Rule 144A Debt Offerings,” July 2004

Professional Activities

Dorsey & Whitney Hong Kong Office, Diversity Partner, 2008 - Present
National Asian Pacific American Bar Association–Minnesota Chapter (NAPABA) Board member, 2002–2005
Dorsey & Whitney LLP Attorneys of Color Group, Chair, 2000–2004

Attorney Articles

February 9, 2010	A Comparative Regulatory Guide to Listing in Hong Kong, New York, London and Toronto
July 15, 2009	Watching the Clock on Special Purpose Acquisition Companies
June 2009	"Be Careful With Time Limits - Getting SPACs More Time For An Acquisition Can Be Tricky," International Financial Law Review (IFLR)