Represented Wolverine Tube, Inc. and various affiliates in their Chapter 11 cases in the District of Delaware. Wolverine is a leading producer of enhanced copper tubing and related products for commercial applications, with worldwide operations. The case resulted in a confirmed plan of reorganization within eight months of the Petition Date. The plan provided for full payment to unsecured creditors, a debt for equity exchange with the debtors’ bondholders, and a negotiated resolution with the PBGC of its $100+ million pension underfunding claim. Shortly after the plan went effective, we handled the refinancing of the debtors’ tolling arrangements with a new working capital facility.
Represented Aluminum Shapes and various affiliates in their Chapter 11 proceedings in the District of New Jersey. The cases were filed with a pre-negotiated plan with the Debtors’ plan sponsor and secured creditors. The cases were hard fought with the Creditors’ Committee and resulted in a confirmed plan within six months of the Petition Date – with the Committee’s consent. The plan sponsor was replaced mid-way through the case by a party that offered financing on better terms and a larger recovery for unsecured creditors.
Represented the Official Committee of Unsecured Creditors in the 1031 Tax Group cases that were commenced in the Southern District of New York, which involved widespread fraud perpetrated by the Debtors’ principals. The Committee worked with the Chapter 11 Trustee to confirm a consensual plan of reorganization that in the end will result in a recovery to unsecured creditors in excess of 70 cents on the dollar.
Represented the Chapter 7 Trustee in winding up the affairs of the estates of Archway Cookies, a leading manufacturer of cookies and related products. Cozen O'Connor handled a myriad of matters, including investigating and settling fiduciary duty litigation against the Debtors’ private equity sponsor and directors and officers, and significant WARN Act claims.
Represented Foamex and certain affiliates in their Chapter 11 cases that were filed in the District of Delaware. These cases involved a sale of substantially all of the assets of the Debtors through a two phased auction process. The auction process yielded significant additional value for creditors, and the cases were concluded through a structured dismissal that saw all administrative and priority creditors paid in full and a significant amount of the unsecured trade debt paid through debt and contract assumption and critical vendor payments.
Represented the Official Committee of Unsecured Creditors of a manufacturing company that filed a Chapter 11 petition in the District of Delaware. The case involved three separate sales of the Debtors’ business divisions and real estate and the investigation and settlement of claims against the Debtors’ directors and officers. The case resulted in a consensual confirmed plan and a 45 cent recovery for unsecured creditors.
Represented a large commercial landlord in large bankruptcy cases including Borders, Claim Jumper Restaurants, Real Mex Restaurants, and Gottschalks. Litigated and resolved issues concerning administrative claims, rejection damages, and general unsecured claims. Providing counseling regarding commercial landlord’s rights in tenants’ bankruptcy cases.
Represented one of Canada’s leading integrated energy companies in connection with SemGroup’s bankruptcy cases. Successfully defended multimillion dollar preference demand and obtained a $0 liability outcome. Provided counseling regarding creditor’s rights in connection with customer bankruptcies, including avoidance of preference liability and special rights afforded to parties to “forward contracts” under Bankruptcy Code.
Represented the issuer and borrower as co-disclosure counsel on a $2.8 billion unemployment compensation revenue bond financing.
Served as co-bond counsel to a major Pennsylvania city in connection with the financing of the repayment of $230 million of pension deferrals.
Represented the Trustee in completing the closing of a complex sale under 11 U.S.C. Section 363 for $165 million of the majority 78.2% membership interest in St. Joseph’s Medical Center LLC, a 792-bed full service hospital facility located in downtown Houston, Texas.
Defended class action plaintiffs, Kleen Products LLC; R.P.R. Enterprises, Inc., El Jay Poultry Corporation; and Mighty Pac, Inc. from complaint by the Chapter 11 Debtors seeking to enjoin pursuit of an anti-trust conspiracy action under the Sherman Act for price fixing in the containerboard industry as being violation of the Chapter 11 discharge and related discharge injunction.
Represented the Trustee in liquidating estate consisting of claims by approximately 26,000 creditors in the aggregate amount of approximately $720 million. The representation included obtaining authority to operate, securing trustee financing and subsequent litigation against multiple parties on a variety of causes of action. Included in the representation was negotiation and approval of a settlement which provided for payment of $100 million to the Trustee from certain financial institution defendants $17 million from directors and officers.
Represented the Trustee in a multi-debtor case involving seven pulp and paper mills located in both the United States and Canada. The representation included obtaining authority to operate the Debtor pending completion of the Section 363 sale of a paper pulp mill plant. This matter was complicated by cross border issues arising from the existence of parallel receivership proceedings for certain of the U.S. Debtors in Canada under the Canadian Companies’ Creditors Arrangement Act as well as the pendency of a Chapter 15 case in the United States Bankruptcy Court for the District of Delaware.
Represented the Trustee in a multi-debtor case of leading producers of diesel-powered motor homes in the United States and major manufacturer of motorized recreational vehicles. Negotiated settlement of Bank of America’s secured claim and have conducted sales under U.S.C. Section 363 of three separate manufacturing facilities located throughout the United States for which the Debtor was unable to obtain lender support for sale during Chapter 11.
Served as underwriter's counsel on new money/refunding revenue bond transactions for large universities in the Philadelphia area totaling more than $300 million.
Represented The Kimmel Center – Philadelphia’s performing arts center – as a major constituent in the Chapter 11 Bankruptcy Cases of The Philadelphia Orchestra, The Academy of Music, and Encore Series, Inc. as well as in its capacity as Chairperson of the Official Committee of Unsecured Creditors of the Philadelphia Orchestra and The Academy of Music.
Represented a client in an administrative proceeding involving the federal government’s Retiree Drug Subsidy Program (RDSP) in which our attorneys persuaded the government to grant the client a rare exception to the filing requirement to redress the inequitable result of routine application of the program rules.
Represented Chapter 7 Trustee as special asset disposition counsel to develop and implement process to sell substantially all of the assets of the estates under section 363 of the bankruptcy code in the following additional cases: Synova Healthcare; Peregrine I; Impact Services; and Thompson River Power.
Represented the issuer in connection with a private placement of $100 million principal amount of tax-exempt notes. The issuer is in the energy sector. The funds were used for construction of a project.
Represented the issuer in connection with a private placement of $15 million principal amount of notes. The issuer is in the energy sector. The funds were used for construction and working capital.
Represented the issuer in connection with a private placement of $45 million principal amount of notes. The issuer is in the energy sector. The funds were used for construction and working capital.
Represented an issuer in connection with a private placement of $55 million principal amount of notes. The issuer is in the energy sector. The funds will be used for construction and working capital.
Represented eight venture funds in the sale of American WholeHealth, Inc., a portfolio company, for approximately $40 million.
Handled a closing for a $6 million equity raise (and simultaneous restructuring of debt) for Market Science, Inc., a leading edge health care information technology company. The equity investors included Edison Venture funds, Honeywell International, Inc., Master Retirement Trust, Zurich American Insurance Company and Phoenix Life Insurance Company, all existing investors.
Represented TL Ventures V, L.P. in connection with its $9 million Series A-D Preferred Stock investment in Mismi, Inc., a provider of an optimization-based portfolio matching securities trading platform, as well as in connection with the spin-off of Mismi, Inc. from Axioma, Inc.
Handled a series of transactions for a group of investors who purchased a substantial interest in Sivox Holdings, LLC, a customer call center training company. The transactions included the acquisition of an online training company servicing financial institutions and on the closing of a senior secured financing to finance the acquisition.
Handled a $10 million Series B financing for Aria Systems, Inc. by Hummer Winblad and Venrock Associates, two of the largest venture capital funds in the United States.
Handled TL Ventures purchase of $5 million of preferred stock of Square 1 Financial, Inc., a holding company and sole owner of Square 1 Bank, a commercial bank that provides banking service to venture capital funds and emerging growth companies.
Represented the principal owners of Sun Bank in connection with their $30 million PIPE investment in Sun Bank, as part of a $100 million aggregate investment led by Wilbur Ross, the billionaire fund manager.
Represented NewSpring Ventures II, L.P. in connection with its $4 million Series B Preferred Stock investment in Exegy Incorporated, a provider of ultra-high performance computing appliances that process and enhance market data for financial organizations.
Handled the sale of firm client John Middleton, Inc., a Philadelphia-area cigar and pipe tobacco manufacturer whose brands included “Black& Mild” and “Prince Albert,” to Altria Group, Inc. for $2.9 billion, in one of the largest transactions ever handled by a Philadelphia law firm.
Represented Flagship Credit Corporation, an automotive finance business, in the closing of a $500 million credit facility.
Handled the acquisition of Commercial Capital Corp., one of the 14 nationwide, non-bank SBA licensees, including the recapitalization and renegotiation of Deutsche Bank's $100 million credit line and strategic joint investment by Credit Suisse First Boston affiliate for our client, Newtek Business Services, Inc.
Represented investment bankers in a $115 million initial public offering stock for the Shanghai Century Acquisition Corp. in the People's Republic of China.
Represented a group of actively practicing physicians/minority owners in connection with their interests in the sale of Kremer Laser Eye Centers to a public company, TLC Vision Corporation. Our clients were only selling a portion of their stock, and chose to invest in the successor company.
Handled the $435 million acquisition of NFO WorldGroup, Inc. for our client, Taylor Nelson Sofres, PLC, a London Stock Exchange company.
Completed $100 million stock purchase agreement for our clients, the controlling shareholders of Lehigh Press, Inc., a textbook cover manufacturer, when Von Hoffman Corporation, a national printing company, purchased all of the Lehigh Press stock.
Handled the acquisition of all of the stock of Carolina Door Controls, Inc., the largest distributor of automatic doors in the United States, for our client, Dorma GmbH, a multi-national corporation headquartered in Germany.
Completed a $40 million transaction for our client, Blue Cross of Northeastern Pennsylvania, in the sale of a 40 percent interest in its two operating subsidiaries.
Assisted a prominent local venture capital fund, NewSpring Ventures, in connection with its acquisition of a controlling interest in Network Communications Technologies, Inc., a North Carolina-based IT services firm, along with the related $5 million financing.
Handled the sale of a 70 percent interest for our clients, the shareholders of an environmental equipment company, for approximately $35 million. The transaction involved the sale of all of the assets of the corporation owned by the individual shareholders to a newly formed corporation in which the selling shareholders have a 30 percent interest.
Represented TherImmune Research Corporation, a preclinical contract research organization, in a $52 million acquisition, by Gene Logic Inc., a publicly traded genomics company.
Handled a PIPE transaction for our public company client, Workstream, who sold in the private placement of $14.9 million of its common stock to four institutional investors. Following the closing, we prepared a Form S-3 registration statement with respect to the resale of approximately 16 million shares of common stock held by selling shareholders, including PIPE investors.
Completed the $31.5 million acquisition of the Commonwealth Corporate Center, an office park situated on four contiguous properties comprising more than 80 acres in Horsham, Pa., from Advanta Corp. for our client, Centocor, Inc., a subsidiary of Johnson & Johnson.
Closed a complicated financial transaction relating to the purchase of a hotel and casino in Central City, Colo., and closed the $45.2 million bond financing that will finance the construction of a four-lane highway from I-70 in Denver to where the hotel is located.
Represented a large, international bank, as agent for a syndicate of lenders, in closing a term loan in the approximate principal amount of $80 million secured by a mortgage lien encumbering an office building of approximately 225,000 sq. ft. in New York City.
Represented Zoom Technologies, Inc. in its business combination with Tianjin Tong Guang Group Digital Communication Co., Ltd., a high technology company engaged in electronic and telecommunication product design, development, and manufacturing in the People’s Republic of China, and in the spin-off of its United States operations to its shareholders.
Represented the owners and operators of the American Hockey League member club, Philadelphia Phantoms, in its sale to a new AHL member club.
Represented a leading online media retail company, in the sale of a 70% interest to HIG Ventures for $40 million.
Represented Ovations Food Services, LP, an affiliate of Comcast Spectacor, in a $30 million financing from PNC Bank.
Representation of our client, the Brown family, in connection with their $30 million investment in Sun Bank, the largest bank in New Jersey, as part of a $100 million aggregate investment led by Wilbur Ross, a billionaire fund manager.
Represented Mid-Atlantic Health Care in Baltimore in a $75 million acquisition of five Philadelphia nursing homes.
Serves as production counsel for the Animal Planet hit television show, Tanked.
Served as production counsel for "Restaurant: Impossible," the highest rated show on the Food Network.
Represented Grammy-award winning Ivory Productions in litigation in LA Superior Court. After a protracted trial, we successfully defended our client in a significant breach of contract and declaratory judgment action, and prevailed on a claim for over $400,000 in counsel fees.
Represented a client in two acquisition transactions involving coal companies, including negotiating the acquisition agreement, due diligence, environmental matters, employment for senior executives, strategies for dealing with union issues and insurance coverages.
Represented Middle Kingdom Alliance Corp. (Special Purpose Acquisition Company) in its $500 million acquisition of Pypo Digital Company Limited, a large independent cellular telephone retailer in the People’s Republic of China.
Handled multiple transactions on behalf of Folio Dynamics, resulting in its acquisition of SunGard Advisor Technologies, Inc., a subsidiary of SunGard Data Systems.
Represented a 50 percent owner of All Current Electrical Sales, Inc., a wholesale reseller of electrical parts, in its sale to High Road Capital Partners, a New York private equity firm, for $31 million.
Handled the SEC registration, negotiation and sale of $85.5 million of bonds for our client, South Jersey Gas Company.
Defended Multi District Litigation (“MDL”) commenced by former investment advisory clients for losses incurred arising from the bankruptcy of ClassicStar, LLC (United States Bankruptcy Court for the Eastern District of Kentucky). Claims in this case exceed one billion dollars.
Represented The Honickman Group, dominant distributor of Pepsi Cola and Canada Dry products, in the Chapter 11 Bankruptcy Case of the Great Atlantic & Pacific Tea Company.
Represented the Liquidating Trustee of Limited Partnership of failed Philadelphia commercial real estate development slated to be Waldorf Astoria hotel and condominium complex. Appointment was by Philadelphia Court of common Pleas.
Represented a non-profit summer stock theatre in its Chapter 11 reorganization in the United States Bankruptcy Court for the District of New Jersey where we assisted the client in restructuring its bond and unsecured debt by reducing annual payment requirements and extending the maturity dates of the debt.
Represented Wild Waves, LLC, the Debtor’s largest creditor in a Chapter 11 case in the United States Bankruptcy Court for the District of New Jersey and the purchaser of substantially all of the Debtor’s assets, in confirming a creditor’s Chapter 11 plan over the objections of the Debtor and its equity interest holders.
Represented the Debtor, the owner and operator of an exclusive private country club, in a Chapter 11 proceeding in the United States Bankruptcy Court for the District of New Jersey resulting in a sale of substantially all of the Debtor’s assets to a buyer that preserved the club’s operations.
Represented the Debtor, the owner and manager of a 220-bed nursing home, in its Chapter 11 case in the United States Bankruptcy Court for the District of New Jersey, where we confirmed a Chapter 11 plan restructuring the Client’s secured debt, real-property leases and union obligations, and enabled the Debtor’s equity interests to maintain ownership of the entity, all while maintaining a consistently high level of care for residents.
Represented the Debtor, a real estate investment and construction company, in its Chapter 11 case in the United States Bankruptcy Court for the District of New Jersey, confirming a Chapter 11 liquidating plan providing for the completion of pending jobs and orderly liquidation of the remainder of the Debtor’s assets which substantially increased the value of the Debtor’s estate for creditors.
Represented one of the largest shipping companies in the world in connection with bankruptcy cases including Abitbibowater and Eastman Kodak. Defended multimillion dollar preference avoidance action; provided counseling on topics including preventative measures to reduce potential preference liability, negotiating “critical vendor” agreements, and shipper’s rights in connection with customers’ bankruptcies.
Represented the issuer in connection with a private placement of $10 million of preferred stock. The issuer is in business services. The funds were used for an acquistion and working capital.
Served as co-underwriter’s counsel to several major, multi-national investment banks in a $1.6 billion Rule 144A private placement of notes secured by student loans held in an off-balance sheet Delaware trust established by a nationally known student loan agency.
Represented New Jersey Hospital Association in New Jersey Hospital Ass'n v. Waldman, 73 F.3d 509 (3d Cir. 1995). Challenge by New Jersey hospitals to reduction of DRG rates and adequacy of disproportionate share payments.
Represented Mercy Catholic Medical Center in Mercy Catholic Medical Ctr. v. Thompson, 380 F.3d 142 (3d Cir. 2004). Invalidating CMS audit rules used to set average per resident amount; requiring intermediaries to increase costs not previously claimed as GME expense, but verified by subsequent time studies.
Represented Children's Seashore House in Children's Seashore House v. Waldman, 197 F. 654 (3d Cir. 1999), affirming constitutional claim to require state to pay Medicaid disproportionate share adjustments to out-of-state providers.
Provided guidance to hospital client regarding inter-relationship of state and federal patient safety laws.
Represented Internet pharmacy on regulatory and general compliance issues.
Assisted a local hospital obtain training reimbursement rates from Medicare after an eight year fight from the initial administrative appeal challenging the government's interpretation of its re-audit rules to a federal case in the Third Circuit. The court ordered the government to recalculate its reimbursements without reliance on its discriminatory re-audit rule.
Prohibited Medicare program from recouping pre-petition overpayments from hospitals that have filed for bankruptcy in In re: Universal Medical Center, 973 F.2d 1065 (3d Cir. 1992).
Advised a physician organization on compliance with the antitrust laws in connection with negotiating managed care contracts on behalf of its member constituents.
Assisted ambulatory care facility in developing patient safety program.
Defended a multi-state provider of behavioral health services against a False Claims Act suit brought by the federal and state governments, and advising the client with respect to its obligations under a resulting Corporate Integrity Agreement.
Represented the American Hospital Association and Association of American Medical Colleges as friends of the court in In re: Cardiac Device Litigation (Second Circuit U.S. Court of Appeal) involving Medicare billings for services including investigational devices
Represented physician group practices before the New Jersey Board of Medical Examiners in connection with compliance with the New Jersey anti-referral law, commonly referred to as the "Codey Law."
Represented the underwriters in structuring bond financing for six assisted living facilities in Pennsylvania, New Jersey and Delaware, including a new $54 million campus for the Philadelphia Geriatric Center through the insurance of unrated tax-exempt bonds.
Handled the consolidation of two healthcare systems in Pennsylvania including performing due diligence, negotiating and drafting all required definitive documents, communicating with federal and state regulators and with the Pennsylvania Attorney General's office, and obtaining private letter rulings from the Internal Revenue Service related to the consolidation.
Represented a national pharmacy chain in various regulatory counseling on manufacturer rebate programs, patient refill compliance programs, federal fraud and abuse compliance, and issues related to an affiliated PBM.
Represented a national pharmacy chain in regulatory advice and defense of claims by state PACE programs involving application of mandatory discounts.
Represented the National Association of Chain Drug Stores on numerous projects, including a comprehensive analysis of the statutes, regulations and case law governing reimbursement requirements and rate reductions by State Medicaid programs and in the Massachusetts District Court AWP rebate and pricing litigation (the McKesson AWP case).
Served as counsel to a national long term care pharmacy specialty provider in connection with Pennsylvania Medicaid rate setting and compliance issues.
Represented national nursing home chain in Medicare Part A appeals involving "related party" (institutional pharmacy) reimbursements.
Represented National Freight, Inc. and 25 subsidiary or affiliate entities in obtaining a $225 million Revolving Credit Facility with PNC Bank and other lenders.
Represented Broad River I, L.P., in connection with a cross border $25 million asset purchase from German-based funds HSC US Leben Select I GmbH & Co. KK and HSC Optivia USA II GmbH Co, KG.
Represented Founder Capital Markets USA Inc. in their multi-year distribution agreement for USA baby formula into China.
Represented ARK Partners LLC, in the Belgium and Germany/U.S. purchase of a horse in Europe for delivery in the U.S.
Represented Shenbeauty, LLC., in the UK Investment in U.S. Retail Formation of Company and Lease.
Represented Portico Systems of Delaware in its acquisition by McKesson Health Solutions, a subsidiary of McKesson Corporation (15th on the FORTUNE 500), for approximately $90 million. We represented this company since its formation and through multiple transactions, including several investments by Safeguard Scientifics and Edison Venture Fund.
Represented Folio Dynamics, Inc. in connection with its approximately $17 million Series B financing. The investors were ABS Capital Partners VI, LP, Edison Venture Fund VI, Cambrian Associates and Velocity Venture Holdings, LLC.
Assisted medical device client in becoming compliant with Physician Payment Sunshine Act.
Served as compliance counsel for a national insurance company with respect to Medicare Secondary Payer Act.
Developed HIPAA and HITECH compliance programs for multiple providers, payors and business associates.
Served as compliance counsel for several long term care organizations.
Developed compliance programs for hospital based pharmacy and home health provider.
Served as regulatory counsel for hospice provider.
Provided counsel to device manufacturer on vendor/marketing issues.
Represented dental practices in multiple mergers and acquisitions.
Established ambulatory surgery facilities and assisted in compliance with state and federal regulations, including Stark.
Represented a holding company in the acquisition of multiple home health agencies.
Served as corporate and regulatory counsel in acquisition of five nursing homes. Handled financing for sale as well.
Represented nursing homes in New Jersey and Florida in asset sale of facilities.
Represented non-profit providers in Orphan's Court proceeding and Attorney General approval for fundamental change transactions.
Advised optometry practices on co-management arrangements.
Represented a major hospital center in an arbitrated dispute with a Medicaid managed care organization (MCO). Over the hospital’s objection, the MCO sought to justify failures to pay for hospital services on medical necessity grounds, even though the MCO had denied the relevant claims solely for lack of authorization. After the arbitrator ruled in the hospital’s favor on this issue and a variety of others, the matter settled on favorable terms for our client.
Represented an air ambulance company in a dispute with a Medicaid managed care organization (MCO) that refused to pay more for out-of-network transportation services than the federal default rate applicable to emergency hospital services. We brought suit alleging that the default rate did not apply, that the MCO had breached an implied-in-fact contract with the company and the terms under which it participated as a Medicaid plan, and that the MCO had been unjustly enriched. After the court denied most of a motion to dismiss by defendant, the matter settled on favorable terms for our client.
Represented various entities in establishing management companies.
Represented TL Ventures VII, LP in connection with its $5 million preferred equity investment in Square 1 Financial, Inc., a holding company and sole owner of Square 1 Bank, a commercial bank that provides banking service to venture capital funds and emerging growth companies.
Represented a leading privately held health care marketing agency in its $65 million sale to a NASDAQ listed competitor.
Represented a newly formed real estate limited partnership in a $100 million syndication of limited partnership interests.
Represented Industry Brains, Inc., an online marketing organization, in its $30 million merger with NASADQ listed Marchex Inc.
Represented Triad Digital, LLC, a leading online media retail marketing company, in a $40 million recapitalization led by H.I.G. Ventures.
Represented a network integration and consulting startup company in obtaining a $50 million preferred equity investment from a private equity fund.
Represented a Spanish client in its purchase of a Gulfstream G-550 aircraft from a Swiss owner, in which the aircraft was then under lease to Gulfstream for demonstration flights.
Represented the owners of a Gulfstream G-III aircraft in a Section 1031 reverse like-kind exchange transaction involving the purchase of a Gulfstream G-IV aircraft.
Represented the French/Icelandic purchaser of nine Bombardier CRJ-100’s under lease with an affiliate of Continental Airlines from a German bank.
Represented an Irish-based seller of two new Bell 407 helicopters to a Mexican-based multinational corporation. Also represented this same seller in a sale of a Bell 407 helicopter to the owner of a Mumbai-based private equity fund.
Assisted clients in the purchase and finance of two Lear 60 aircraft and in the negotiation of charter partner and management agreements with an FBO management company, as well as agreements governing the utilization and sharing of costs among the owners.
Represented an African-based private charter company in negotiating the VIP conversion of a Boeing 777 aircraft by a Virginia-based completion company.
Represented clients in the preparation of dry leases, time sharing, and flight services management agreements for Gulfstream G-III and G-IV aircraft.
Represented a petro chemical inspection company in a credit facility transaction with Capital One, NA.
Represented a petro chemical inspection company in its acquisition of assets in Freeport, Bahamas.
Represented a petro chemical inspection company in its acquisition of assets in Mexico City, Mexico.
Represented a petro chemical inspection company in its acquisition of chemical additives business.
Represented a Philadelphia, London and Dublin based collateral manager in CDO transaction in sale of collateral management agreements to an affiliate of Fortress Management.
Represented a New York-based collateral manager in CDO transaction in sale of collateral management agreements to an affiliate of Fortress Management.
Represented a U.S.-based medical device company in acquisition of European-based competitor.
Represented a U.S. life sciences company in a license and distribution transaction with a top five worldwide pharmaceutical company.
Represented the executives of a publicly held company, including performance of internal investigation, in a clandestine government investigation of official wrong doing.
Represented a U.S. biologics company in the acquisition of a Stage 3 oncology pharmaceutical company.
Represented a U.K.-based pharmaceutical packaging company in establishing U.S. operations, including engagement of distribution team and negotiation of supply agreements with pharmaceutical companies.
Represented a digital media company in sale transaction including negotiation of investment agreements for remaining executives.
Represented a technology company in acquisition of wealth management technology platform.
Represented Sony Corporation of America in its acquisition of Micronics, Inc., a developer of near patient point of care devices for disease diagnosis and treatment monitoring.
Represented a major national hotel chain in the acquisition by merger of another hotel chain for cash and stock in a transaction valued at approximately $1 billion.
Handled the acquisition by merger of a publicly-traded REIT for $900 million by another publicly-traded REIT.
Represented the Commonwealth of Pennsylvania in contesting the Chapter 9 bankruptcy petition filed for the City of Harrisburg by members of its City Council. The Commonwealth was joined in its opposition to the bankruptcy filing by several other stakeholders, including Dauphin County, Harrisburg Mayor Linda Thompson, and the unions representing City employees. Petition was dismissed and dismissal was upheld on appeal.
Represented several individual clients who purchased a large amount of auction rate securities (ARS). Subsequently, when the credit crunch hit and the ARS market seized up, our clients were left with sizable illiquid assets. Previous ARS claims had been framed as standard securities frauds. Our litigators devised a strategy to file common law claims alleging negligent misrepresentation, breach of fiduciary duty and unfair trade practices. The claims survived a motion to dismiss and a motion for summary judgment. Shortly after the start of the trial, the case settled to our clients’ satisfaction.
Represented a key Chinese state-owned company in purchase of certain equity interests from a global leading commercial real estate group headquartered in the U.S.
Represented a leading Chinese state-owned electronics manufacturer in acquisition of a U.S. technology business.
Represented a global high-tech conglomerate headquartered in China in its multi-year distribution agreement for U.S. baby formula into China.
Represented a Fortune 500 office supply company in a series of acquisitions in China, some through complicated offshore structures.
Represented several Fortune 500 consumer product companies in a series of acquisitions in Asia.
Represented a leading U.S. snacks manufacturer in a series of buy-out transactions in China.
Advised the National People’s Congress of People’s Republic of China on amendment to China’s contract law.
Advised the Ministry of Commerce (f.k.a Ministry of Foreign Trade and Economic Cooperation) of People’s Republic of China on developments in M&A activities in western countries.
Represented Utz Quality Foods in the acquisition of the potato chip business of Zappe Endeavors. Founded in 1921, Utz is the largest privately held potato chip brand in the country and the number one regional snack food brand in the Mid-Atlantic region, with over 2,400 employees. Zappe, which was founded in Louisiana in 1985, primarily produced kettle-cooked potato chips under the nationally distributed brand "Dirty Potato Chips" and the regional brands Zappe's and California Chips. Zappe's plants were located in Louisiana, Pennsylvania and California.
Represented Media IQ, LLC, a media audit and benchmarking technology company, in its acquisition by Procurian, Inc. (specific terms were not publicly disclosed).
Handled the Hersha Hospitality Trust acquisition of Hampton Inn (Times Square South) from Hilton Worldwide Inc., a subsidiary of BH Hotels LLC.
Represented Susquehanna Growth Equity in the acquisition of the JK Group, a transaction processing company focused on the corporate philanthropy space, as well as MediMedia Information Technologies, a provider of managed care data to pharmaceutical, insurance and life sciences companies. Assisted in the company's investment in Vertive, publisher of the online deal portal Offers.com.
Represented seller of a 78% equity position in a physician-owned 782 bed full-service hospital in Houston.
Represented Sony Corporation of America in its acquisition of iCyt Mission Technology, Inc., a leading producer of high-performance cell sorters used for stem cell and disease research (specific terms were not publicly disclosed).
Represented Utz Quality Foods in its proposed acquisition by Snyder’s of Hanover. An acquisition agreement was negotiated and signed by the parties. However, the deal was ultimately terminated due to antitrust issues.
Represented Sony Corporation of America in its purchase of the U.S. CD and DVD replication distribution operations of Entertainment Distribution Company for $26 million.
Represented Utz Quality Foods, Inc. in its purchase of the intellectual property (including the “Bachman” and “Jax” brands), distribution rights and certain other assets of The Bachman Company, a manufacturer of pretzels and cheese curls.
Represented Beachbody, LLC, a leading marketer of health and fitness programs and products (i.e., P90X, Insanity), in the growth capital investment by LNK Partners.
Led the transition team that represented the Graduate School’s privatization from the U.S. Department of Agriculture. This transaction involved the transfer of all of the assets of the school to a nonprofit entity while maintaining the school's education mission.
Represented Triangle Equities in connection with the leasing, development, and ultimate acquisition of a site in the vicinity of the Staten Island Ferry Terminal in three phases through the use of a Master Lease (serving as the land disposition agreement), and ultimately three Severance Development Leases (serving as the development vehicles). Responsible for the negotiation and closing of the master lease, the development leases, a parking and maintenance declaration, a public area maintenance, and operating agreement and related documentation, as well as the overall coordination of the project.
Represented U.S. based tire and automobile parts importers and distributors in development of private label (private brand) products.
Represented U.S. based importers and distributors in exclusive distribution contracts with China and India based manufacturers.
Represented U.S. based importers and distributors in exclusive distribution contracts with China manufacturers, and import/export matters in Mexico and Canada.
Represented U.S. based manufacturers in establishing manufacturing and warehousing facilities in Mexico and Canada.
Represented U.S. based distillers and beverage companies in development of China distribution agreements/distribution network, and on export matters.
Represented Thalheimer Brothers, Inc., a large Philadelphia scrap metal company, in a sale to Audax, a private equity firm, which resulted in principals of Thalheimer owning a minority interest in the company.
Represented Morphotek, Inc., a biotech company, in multiple rounds of financing, including more than $40 million of venture capital financings from a group of prominent venture funds, including S.R. One, Limited, Forward Ventures, China Development Industrial Bank, Rock Maple Ventures, Burrill & Co., CB Health Ventures, and Flagship Ventures to the subsequent $350 million acquisition of Morphotek by Japanese health care research and development firm ESAI Corporation.
Represented Smart Business Advisory and Consulting LLC, one of the Middle Atlantic region's largest accounting and consulting firms, in a complex $120 million recapitalization in which Great Hill Equity Partners acquired a controlling interest in Smart for $60 million and assumed/refinanced $60 million of debt and other liabilities. Renegotiated the terms of Smart Business Advisory and Consulting LLC’s ongoing minority interest.
Represented Logan Circle Partners in the acquisition of $13 billion in institutional assets from Delaware Investments, and the transition of a team of its investment management professionals to Logan Circle Partners.
Represented Delphi Midstream Partners, LLC in its $200 million acquisition of the rights to construct and operate a 31-mile natural gas pipeline in the Marcellus Shale region in New York and Pennsylvania.
Represented Comcast Spectacor in its acquisition of Paciolan, Inc. from Live Nation Entertainment, Inc., the successor in the Ticketmaster/Live Nation merger.
Closed a complicated financing transaction that spanned 10 months relating to the purchase of a hotel and casino in Central City, Colo.
Represented Carrollton Bancorp (NASDAQ) in its merger with Jefferson Bancorp, Inc.
Represented the seller, Hometown of Homestead Banking Company, in its private placement of $12 million in common stock (sale of majority interest).
Represented the buyer in the acquisition of majority ownership of Cypress Capital Group (Palm Beach, Fla.).
Represented the buyer in the acquisition of 19.99% interest in First Bank of the Palm Beaches.
Handled the $10 million private placement of common stock for Bancshares of Florida, Inc. (Nasdaq).
Handled the sale of $7 million of preferred stock of Florida Banks, Inc.
Handled the sale of $30 million trust preferred securities of Florida Banks in three separate offerings.
Represented shareholders of the largest Haitian Internet provider in sale of the company to a telecom private equity fund.
Represented U.S.-based investment fund in purchase of $20 million of common stock of Sweden-based Klarna Holding AB.
Represented Bulltick Capital Markets in sale of Bulltick Casa de Bolsa (a Mexican brokerage firm) to Invex Controladora.
Represented Switzerland-based Private Postal Partners, Inc. in sale to U.S. entity.
Represented k1 Ventures Ltd. (Singapore publicly-traded entity) in $270 million sale of The Gas Company of Hawaii to Macquarie Infrastructure Company (NYSE).
Represented k1 Ventures Ltd. in $60 million equity investment in SEMCO Energy, Inc. (NYSE) and subsequent disposition of the preferred stock.
Represented k1 Ventures Ltd. in $62 million sale of MidPac Petroleum (owner of 51 gasoline stations and three petroleum storage facilities in Hawaii).
Represented k1 Ventures Ltd. in $470 million acquisition of Helm Holding Corporation (locomotive and railcar leasing company).
Represented a private equity investor in a $12 million investment in holding company for Chinese luxury auto dealerships.
Represented Harrisburg-based water testing company in $20 million sale to Australia-based Campbell Brothers.
Represented shareholders in sale of eRide, Inc. (GPS semiconductor developer) to Japan-based Furuno Electric.
Represented China-based Shandong Tada Auto-Parking in private placement of convertible debentures.
Represented China-based steelmaker in private placement of convertible debentures.
Represented Bank of Scotland plc in over $300 million in U.S. loan transactions.
Represented the seller in the $110 million sale of Orchid Underwriters Agency, LLC to Gryphon Investors.
Served as legal counsel for the special committee of the audit committee of IGATE Corporation that entered into a Conversion and Exchange Agreement with Viscaria Limited pursuant to which Viscaria voluntarily exercised its option to convert all of its 330,000 shares of the company’s 8% Series B Convertible Participating Preferred Stock into 21,730,290 shares of the company’s common stock and received a cash payment of $80 million from IGATE.
Served as special counsel to the management of Folio Dynamix in connection with its acquisition by Actua Corporation.
Represented PrecisionLender in its minority equity stake acquisition of Century Capital Partners. Based in Raleigh, N.C., PrecisionLender provides loan pricing software and solutions to U.S. financial institutions. Boston-based Century Capital Partners is the private equity group of Century Capital Management, LLC.
Represented SmallHD in its sale to The Vitec Group for a purchase price of up to $30 million, in part based on future performance. SmallHD manufactures and designs high-quality, high-definition field monitors used by videographers, filmmakers and cinematographers. Vitec is a publicly-traded provider of products and services for the broadcast and video, photographic and MAG markets.
Represented Modernizing Medicine in its acquisition of Aesyntix Health, a privately held company based in Roseville, Calif. Aesyntix provides billing, inventory management and group purchasing services to physicians. Modernizing Medicine offers a cloud-based, specialty-specific electronic medical records (EMR) system.
Represented Advanced Discovery in its acquisition of Responsive Data Solutions (RDS). Advanced Discovery, a leading provider of electronic discovery services and software for law firms and corporations worldwide, was acquired by Trivest Partners in August 2014. Based in Washington, D.C., RDS provides e-discovery services and litigation support solutions.
Represented Anexinet Corporation, a leading systems integration and technology management firm, in its recapitalization agreement with Marlin Equity Partners.
Represented The Baptist Home of Philadelphia in the sale of Deer Meadows Retirement Community, a Pennsylvania not for profit continuing care retirement facility, a skilled nursing and rehabilitation center and a personal care center located in Philadelphia.
Represented NewSpring Capital in a $13 million investment in the Series A Convertible Participating Preferred Stock of SiteSpect, Inc. by one of NewSpring’s dedicated technology and business services growth funds, NewSpring Growth Capital III, LP. SiteSpect is a developer of website optimization platforms utilizing patented technology to enable online businesses to significantly improve key metrics such as conversion rates and revenue.
Represented New Age Media in the sale of seven television stations to Sinclair Televisions Group, Inc.
Represented ParenteBeard LLC in its merger with Baker Tilly Virchow Krause, LLP, forming the 12th largest accounting firm in the country. The merger was consummated on October 1, 2014.
Represented ParenteBeard Wealth Management, LLC in the sale of its business and assets to a new entity owned by The Hawthorne Group, which closed on December 31, 2014.
Represented Hospital Service Association of Northeastern Pennsylvania d/b/a Blue Cross of Northeastern Pennsylvania (BCNEPA) in its acquisition by merger by Highmark Inc. As part of the transaction, BCNEPA contributed $90 million to two charitable organizations and Highmark is obligated under certain circumstances to contribute another $10 million in the future. This transaction was the first transaction in nearly 20 years in which two Pennsylvania Blue Cross/Blue Shield licensees had successfully combined.
Represented the owners of Pyramid LLC (formerly known as Petroleum Products Corporation) and certain affiliates in their sale of the ownership interests of those entities to Penn Products Terminals, LLC, a wholly owned subsidiary of ArcLight Capital Partners. Pyramid, a midstream oil company, owned and operated a network of 12 storage terminal facilities in Pennsylvania, totaling approximately 9 million barrels of storage capacity. ArcLight is a leading private equity firm focused on North American energy infrastructure assets.
Represented cigar manufacturer Drew Estate LLC and its affiliates in their sale to Swisher International, Inc., a manufacturer of mass market cigars. The sale included all of Drew Estate’s premium cigar brands, including ACID and Liga Privada, and the largest cigar factory in Nicaragua.