Cases
Representative Matters: Mergers
Acquisitions: Represented Secure Exchange Solutions, a leading health information technology provider, in its sale to Centauri Health Solutions, Inc., a leading provider of technology-enabled analytics
services
a portfolio company of private equity firm ABRY Partners.
Advised CMS Technologies, Inc. dba Prevenio, a leading provider of innovative food safety solutions primarily for protein
produce industries, in its $170 million acquisition by JBT Corporation (NYSE: JBT), a global technology solutions provider to high-value segments of the food
beverage industry.
Advised Market Street Advisors, Inc. dba Archer, a technology-enabled service provider to the investment management industry, in a leveraged recapitalization that included a growth investment by LLR Partners, the redemption of NewSpring Capital's investment, a loan facility from Silicon Valley Bank
a corporate restructuring.
Represented The CenterCap Group, LLC, financial advisor to the special committee of the Board of Directors of Cole Office & Industrial REIT (CCIT II), Inc. in connection with the $1.2 billion acquisition of CCIT II by Griffin Capital Essential Asset REIT, Inc. ( GCEAR ) in a stock-for-stock transaction, resulting in a $5.8 billion diversified, office
industrial net-lease REIT. The transaction followed CCIT II's merger agreement with CIM Real Estate Finance Trust, Inc. ( CMFT ), providing CCIT II a go-shop period during which its Board's special committee could solicit alternative acquisition proposals
CCIT II terminated the CMFT merger agreement
accepted a superior proposal from GCEAR.
Advised the Special Committee of the Board of Directors of Customers Bancorp, Inc. (NYSE: CUBI) in the $140 million merger of its subsidiary, BankMobile Technologies, Inc., one of the largest digital banking platforms in the U.S., with Megalith Financial Acquisition Corp. (NYSE: MFAC), a special purpose acquisition company, or SPAC,
in related PIPE, strategic licensing
other transactions to finance
support the merger.
Represented the Independent Committee of the Board of Directors of CURO Group Holdings Corp., a market leader in providing short-term credit to underbanked consumers, in its $15.8 million acquisition of Ad Astra Recovery Services, Inc.
Represented online sportsbook operator Vigtory Inc. as transaction
gaming counsel in its sale to FuboTV Inc. (NYSE:FUBO), a sports-focused streaming television service
this is the first time a media company in the U.S. has fully acquired
will operate a live sportsbook.
Represented Mid-Atlantic Topco LLC, operating as Mid-Atlantic Dental Partners, a dental support organization ( DSO )
portfolio company of private equity fund S.C. Goldman & Company, LLC, in its acquisition of Plano-based DentalOne Partners, one of the first
largest DSOs nationally with approximately 150 affiliated offices across 13 states, via the purchase of the equity interests in its operating subsidiaries from Dental Investments, LLC
Mid-Atlantic Dental Partners now operates more than 240 affiliated offices in 18 states.
Represented SEACOR Holdings Inc. (NYSE: CKH) in connection with its negotiation
documentation of an arrangement with its former subsidiary, SEACOR Marine Holdings Inc. (NYSE: SMHI), in which SEACOR Holdings agreed to permit SEACOR Marine to carry back net operating losses generated by SEACOR Marine in 2018
2019 to tax years prior to SEACOR Marine's spin-off from SEACOR Holdings in 2017.
Represented Catalent Biologics' (NYSE: CTLT) Paragon Gene Therapy unit, the leading viral vector development
manufacturing partner for gene therapies, in its acquisition of manufacturing equipment
related assets from,
strategic partnership with, Novavax, Inc. (Nasdaq: NVAX), a late-stage biotech company developing next-generation vaccines for infectious diseases
the transaction exp
s Paragon's gene therapy business
offers Novavax a cost-effective solution to its manufacturing needs.
Represented iAnthus Capital Holdings, Inc. (CSE: IAN
OTCQX: ITHUF) in its acquisition of CBD For Life, a top-ranked producer of innovative CBD-infused wellness, self-care,
beauty products.
Represented Catalent, Inc. (NYSE: CTLT), a drug delivery technology company, in its $140 million all cash acquisition via tender offer of Juniper Pharmaceuticals, Inc. (NASDAQ:JNPR), including its U.K.-based Juniper Pharma Services division.
Represented the special committee of the Board of Directors of JAVELIN Mortgage Investment Corp. (NYSE: JMI) in a $900 million merger in which ARMOUR Residential REIT, Inc. (NYSE: ARR) acquired JAVELIN through a cash tender offer followed by an intermediate form merger.
Represented NYX Gaming Group Ltd. (TSXV-NYX), a digital gaming software company, in connection with its US$631 million acquisition by Scientific Games Corporation (NASDAQ: SGMS), a global leader in technology-based gaming systems, to create a digital gaming
lottery powerhouse.
Represented Quest Diagnostics in the sale of a stream of royalty revenue from commercialization of the drug c
idate Ibrutinib to Royalty Pharma for $485 million in cash.
Represented Mid-Atlantic Dental Partners, a dental support organization
portfolio company of S.C. Goldman & Company, LLC, a single family office, in its approximately $40 million take private acquisition of Birner Dental Management Services, Inc. (OTCQX: BDMS).
Advised Boyd Gaming Corporation (NYSE: BYD), a U.S. gaming
hospitality company based in Paradise, Nevada, in connection with its approximately $285 million acquisition of Valley Forge Casino Resort.
Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS), a developer, manufacturer,
supplier of injectable drug delivery systems, in connection with the sale, through Chapter 11 bankruptcy, of substantially all of its assets to an affiliate of OrbiMed Advisors LLC, a leading investment firm focused on healthcare,
Amgen Inc., (NASDAQ: AMGN), a leading biotechnology company that discovers, develops, manufacturers
delivers human therapeutics for patients with serious illnesses.
Advised Cole Corporate Income Trust, Inc. in connection with its $3.1 billion cash election merger in which it was acquired by Select Income REIT (NYSE: SIR).
Represented VEREIT, Inc. (NYSE: VER) a NYSE-traded REIT, in a merger transaction valued at $3.1 billion to acquire American Realty Capital Trust IV, Inc., a non-traded REIT. The combined company as a result of the merger had pro forma enterprise value of $10 billion.
Represented Unilife Corp. (Nasdaq: UNIS / ASX: UNS) in connection with its announced effort to seek strategic alternatives, culminating in a strategic collaboration with Amgen Inc. (Nasdaq: AMGN) for Unilife's wearable injectable drug delivery systems to use with Amgen's biologics
other medicines. The deal provides Unilife with investments of up to $90 million from Amgen
restructures Unilife's existing debt with OrbiMed.
Represented VEREIT, Inc. (NYSE: VER) a NYSE-traded REIT, in a merger transaction valued at $3.2 billion to acquire American Realty Capital Trust III, Inc., a non-traded REIT. The combined company as a result of the merger had pro forma enterprise value of $10 billion.
Represented stockholders of Topaz Pharmaceuticals, Inc. in its sale to Sanofi-Pasteur, the vaccines unit of French pharmaceutical company Sanofi-Aventis, in advance of the FDA's approval of the Pennsylvania biopharmaceutical company's new drug application for Sklice lotion, an ivermectin-based topical treatment.
Represented FMC Corp. (NYSE: FMC), a leading global chemicals company, in its multinational acquisition of the assets of Adventus Group, including patents
intellectual property related to bioremediation technology for chlorinated organic compounds, pesticides
hazardous metals, from two private equity firms. The consideration provided in connection with the acquisition was not disclosed.
Represented Orthovita, Inc., a Nasdaq-traded specialty spine
orthopedic company with a portfolio of orthobiologic
biosurgery products, in its agreement to be acquired by Stryker Corp. for $316 million through a cash tender offer followed by a second-step merger.
Advised the special committee of the board of directors of a Nasdaq-traded global manufacturer, marketer
distributor of consumer products on a strategy that defeated a hostile-takeover effort by activist fund La Grange Capital Partners, LP. The strategy included the board's adoption of a poison pill that contained a novel feature requiring that any poison-pill-related matters following a change of control be approved by shareholders representing a majority of the minority.
Represented a leading NYSE-traded international real estate investment trust (REIT) in its efforts to make an approximately $2.5 billion cash acquisition of a NYSE-traded industrial REIT.
Represented a NYSE-traded specialty REIT in its formation
approximately $70 million private equity capital raise to fund its launch
initial acquisitions of properties.
Capital Markets Transactions: Represented Stonemor Partners (NYSE: STON), a leading owner/operator of cemeteries
funeral homes in multiple states
Puerto Rico, in its $447.5 million recapitalization transaction, consisting of a $385 million private placement of 9.875% Senior Secured PIK Toggle Notes to various noteholders
concurrent private placement of $62.5 million of liquidation value of Series A Convertible Preferred Units of the Partnership to Axar Capital Management.
Represented UL Holdings, the owner of UrbnLeaf, a cannabis business based in San Diego, California, in its offering of Series A Preferred Stock to investors, as well as the issuance of certain Convertible Promissory Notes.
Advised operating partnership of VEREIT, Inc. in connection with issuance of $2.55 billion principal amount of 144A-issued debt securities, issued in three tranches, in an exchange transaction registered under the Securities Act of 1933.
Represented J.P. Morgan,
its co-lenders Winthrop Capital Partners
Witkoff Group, as first lien lenders in its $285 million debt restructuring
equity transfer involving the Ocean Resort Casino, a casino hotel located in Atlantic City, New Jersey.
Represented National Securities Corporation as sole book-runner in an underwritten public offering by Marrone Bio Innovations, Inc., a leading provider of bio-based pest management
plant health products for the agriculture, turf
ornamental
water treatment markets. The offering settled at net proceeds of $13.8 million.
Represented Diamond Offshore Drilling, Inc. (NYSE: DO) in the $1 billion public offering of its senior notes.
Represented Talentify, Inc., a digital recruiting platform, in the private placement of Series A Preferred Stock to a strategic investor.
Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire
develop energy assets.
Represented Taiwan-based Cathay Securities Corporation as underwriter
co-manager in the $884 million initial public offering of American Depository Shares of Singapore-based Sea Limited (NYSE: SE), a provider of digital entertainment, e-commerce
financial services platforms.
Represented Lehigh Gas Partners LP, a wholesale motor fuel distributor now known as CrossAmerica Partners LLP, in connection with its $138 million IPO.
Represented pharmaceutical, biopharmaceutical
biotechnology companies in securities offerings raising in excess of $5 billion of debt, equity
convertible securities, including senior debt, mezzanine
other subordinated debt, securities issued in connection with derivative trading strategies
equity-linked securities, in registered
private transactions.
Represented a NYSE-traded suburban office
industrial REIT in public offerings of common shares, preferred shares
debt securities raising in excess of $5 billion.
Represented a NYSE-traded specialty REIT focused on student housing
military housing in its approximately $350 million initial public offering.
Represented a NASDAQ-traded biomaterials company in an approximately $35 million investment by a private equity group.
Represented a NYSE-traded mid-Atlantic-based suburban office REIT in securities offerings of common shares, preferred shares
debt securities raising in excess of $300 million.
Represented the founder
controlling stockholder of a NYSE-traded REIT specializing in the ownership
operation of neighborhood
community shopping centers in its initial public offering raising approximately $450 million.
Represented a NYSE-traded owner
operator of one of the largest independent refined petroleum products pipeline systems in the United States in its 144A offering $150 million of notes.
Represented a NYSE-traded, leading provider of water
wastewater utility services throughout the United States in registered securities offerings raising in excess of $300 million.
Represented a NASDAQ-traded owner
operator of private schools in connection with investments made by a private equity group
efforts to restructure the PEG investment.
