Involuntary Put/Call Procedure
Successfully represented a shareholder in selling his $5 million stake in a privately owned chemicals distributor by implementing an involuntary put/call procedure, which resulted in a more favorable price and sale terms than could have been achieved through traditional negotiations.Corporate Finance & Technology: Representative Matters
For Enviro Biodiesel, we are advising on corporate governance, environmental permits and state funding sources for development of the first manufacturing plant for biodiesel fuel in Pennsylvania.
We handled a more than $6 million Series E financing led by Ascension Health Ventures, Draper Triangle Ventures and Draper Fisher Jurvetson ePlanet Ventures for Body Media, a world leader in wearable body monitoring.
We helped Fontainebleau Resorts, LLC, close a $60 million private-equity placement, a $500 million secured-credit facility with a bank group led by Bank of America and a $250 million mezzanine-credit facility with the Prudential Insurance Company.
The firm represented East Prospect State Bank in its merger with a subsidiary of CommunityBanks, Inc., a financial holding company with $3.3 billion in assets.
Advised one of the world's leading professional services firms on the scope of permissible advocacy services under Sarbanes-Oxley.
Helped Thomas Jefferson University and its affiliated physician practice plan the multimillion-dollar acquisition of a cutting-edge electronic medical records system from Allscripts.
Represented Kennametal Inc. in its disposition of non-core businesses in a series of transactions worth approximately $360 million.
Assisted Plextronics Inc. in its $13 million Series A round financing with Birchmere Ventures, Draper Triangle Ventures and Firelake Capital Management LLC.
Represented Draper Triangle Ventures II in the raising and closing of its early stage venture fund in the amount of $70 million.
Successfully represented a shareholder in selling his $5 million stake in a privately owned chemicals distributor by implementing an involuntary put/call procedure, which resulted in a more favorable price and sale terms than could have been achieved through traditional negotiations.
Represented Black Box Corporation in its $100 million strategic acquisition of NextiraOne, LLC from Platinum Equity.
Represented Developing World Markets in structuring and closing a microfinance securitization of cross-border loans to approximately 30 microfinance institutions for approximately $60 million to low-income micro-entrepreneurs in 15 countries.
Represented the agent in a $300 million senior credit facility for a major convenience store chain.
Represented a national bank, which acted as administrative agent and lead arranger, in connection with an $80 million credit facility to a consumer product manufacturer.
Represented Bank of America, as agent, in a $50 million senior secured revolving credit facility, with an additional $20 million accordion feature, with one of the top distributors of canned tuna and other seafood products in North America.
Represented PNC Bank as agent for a bank group in a $300 million senior credit facility for a major convenience store chain.
Represented internationally recognized clothier American Apparel, Inc., in the negotiation and execution of a high-profile acquisition agreement involving a transaction with Endeavor Acquisition Corp. valued at approximately $250 million, plus the assumption of $110 million in debt.
Assisted The AES Corporation, one of the world's largest global power companies, in the sale of its interest in two biomass-fired power plants in California and an associated biomass fuels management company for $51 million.
Represented international food and beverage company The Strauss Group and its U.S. subsidiary to create a new joint venture with PepsiCo for refrigerated dips and spreads.
Assisted Leblon Holdings LLC, a privately held spirits supplier, with the first round of a $14 million private placement transaction.
Represented Senior plc in its $85 million acquisition of Capo Industries, Inc., a Los Angeles-based manufacturer of highly engineered, complex super-alloy components for the aero-engine market. Also represented the company in its $14.6 million acquisition of aerospace parts manufacturer Absolute Manugacturing, Inc.
Assisted international solar cell and printed electronics company Plextronics, Inc., in its $24.6 million Series B financing.
On behalf of Cellumen, which provides products and services supporting drug discovery and development, closed an $8.7 million Series B financing that included investments from Safeguard Scientifics, Inc., and Novitas Capital (formerly PA Early Stage Patners).
Worked on the sale and transfer of Mercy Hospital of Pittsburgh to UPMC. The transaction took nearly 15 months to close, due in part to the investigation and Second Request issued by the FTC. Resolving the antitrust issues involved significant discovery and discussions with the FTC and the PA Office of Attorney General.
Represented the City of Harrisburg and the Harrisburg Civic Baseball Club Inc. in the $13.25 million sale of the Harrisburg Senators in the negotiation and issuance of the lease for Commerce Bank Park Stadium and grant as well as the borrowing and construction documents related to the reconstruction of the stadium.
Advised Alpha Natural Resources, Inc., in its definitive agreement with Arch Coal to acquire the Mingo Logan Ben Creek complex in West Virgina for $40 million.
Handled the $620 million secondary buyout of senior care provider Tandem Health Care, Inc., to JER Partners and Formation Capital LLC.
Represented Medmark in its sale to drugstore chain Walgreen's.
Assisted Dick's Sporting Goods, a full-line sporting goods retailer, in its definitive plan of agreement to acquire Golf Galaxy, a golf specialty retailer in Minnesota, for approximately $225 million.
Represented CNX Gas Corporation, a newly formed company comprising substantially all of the gas business of CONSOL Energy, in an agented private placement of CNX Gas' common stock valued at nearly $420 million and CNX Gas' related initial public registration.
Structured and negotiated the $85 million sale of Invesmart to Stancorp Financial Group, Inc.
Represented Cardiokine, Inc., in its $37 million Series A financing led by Perseus-Soros Biopharmaceutical Fund and HealthCare Ventures VII.
Represented Medmark Inc., in a $28 million Series A financing that involved an equity investment by LLR Partners and Quaker BioVentures.