Haynes and Boone, LLP

Liza L.S. Mark

Partner

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Liza Mark is the administrative partner of the Shanghai office of Haynes and Boone and a partner in the Capital Markets and Securities Practice Group. Liza has been working at U.S. firms in the U.S., Hong Kong and Shanghai for more than 20 years. She is familiar with the legal environments of these three countries and is able to help her clients fulcrum between the different business environments. She has concentrated her practice in private equity investments, securities and cross-border M&A. She represents investors, issuers, and investment banks/financial intermediaries in financing transactions, including equity and debt public offerings and cross-border private placements in Hong Kong, India and the U.S. Liza is experienced in private placements of debt and equity securities, Asian in-bound equity offerings, Rule 144A offerings, medium term note programs, SPAC acquisitions, PIPEs, and Hong Kong IPOs. She also regularly advises clients regarding private equity investments, mergers and acquisitions, corporate governance and U.S. public company securities law reporting and compliance.

Liza has deep experience in the clean technology, energy, transportation and logistics, and environmental, social and governance (ESG) impact industries. She has worked closely with foreign private issuers in their securities offerings in the United States and the Hong Kong markets.

Corporate INTL Magazine, JRS Corporate Limited, named Haynes and Boone the 2014 China-US Cross Border M&A Law Firm of the Year for California and honored Shanghai Administrative Partner Liza Mark.

At her previous firm, Liza was the Attorneys of Color group chair and served as the Hong Kong and Shanghai offices diversity partner from 2008-2013.

Bar Admissions

Hong Kong, California, Minnesota

Education

J.D., University of California, Berkeley, Boalt Hall School of Law, 1998, International Law Journal; High Technology Law Journal
B.S., Accounting and Finance, Indiana University Bloomington, 1995, summa cum laude; with honors

Areas of Practice

Professional Career

Significant Accomplishments

Private Placements and Mergers and Acquisitions

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.
Restructuring

Assist a U.S. Zinc producer in exiting their China operations.
Negotiate the liquidation of restructuring of a coal bed methane production company in China.
Public Securities Related Transactions

Evergreen International Holdings Limited Hong Kong initial public offering of 236.7 million shares for $161 million.
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 percent 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 percent Notes due 2015.
UnitedHealth Group Incorporated $1.5 billion Note Offering, 3-3/8 percent Notes due 2007, 4-1/8 percent Notes due 2009 and 5 percent Notes due 2014.
Deluxe Corporation $600 million 144A Note Offering, 3-1/2 percent Notes due 2007 and 5-1/8 percent Notes due 2014.
Curative Health Services, Inc. $185 million 144A Senior Note offering, 10-3/4 percent Senior Notes due 2011.
UnitedHealth Group Incorporated $500 million Note Offering, 3-3/4 percent Notes due 2009 and 4-3/4 percent Notes due 2014.
Velocity Express $18.5 million subscription rights offering of Series I Preferred Stock.
UnitedHealth Group Incorporated $500 million Note Offering, 3.3 percent 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 percent 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.
U.S. Securities Law Public Company Compliance

Served as inside/outside counsel in Hong Kong to Asia operations of U.S. investment bank.
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.

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