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.
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 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.
Handled the $435 million acquisition of NFO WorldGroup, Inc. for our client, Taylor Nelson Sofres, PLC, a London Stock Exchange company.
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 a leading privately held health care marketing agency in its $65 million sale to a NASDAQ listed competitor.
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.
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 U.S. biologics company in the acquisition of a Stage 3 oncology pharmaceutical company.
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 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 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.
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.
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).
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.
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.
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.
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.
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 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 Mid-Atlantic Health Care in Baltimore in a $75 million acquisition of five Philadelphia nursing homes.
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.
Represented dental practices in multiple mergers and acquisitions.
Represented a holding company in the acquisition of multiple home health agencies.
Represented Industry Brains, Inc., an online marketing organization, in its $30 million merger with NASADQ listed Marchex Inc.
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 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 Media IQ, LLC, a media audit and benchmarking technology company, in its acquisition by Procurian, Inc. (specific terms were not publicly disclosed).
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.
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 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 the seller in the sale of Marine Bank of the Keys to Home BancShares.
Represented the seller in the sale of Palm Beach County Bank to Commerce Bancorp.
Represented the seller in the sale of Florida Banks to the South Financial Group.
Represented the seller in the sale of Republic Security Bank to Wachovia.
Represented the buyer in the acquisition of First Bank of Florida to Republic Security Bank.
Represented the buyer in the acquisition of Spectrum Financial to Republic Security Bank.
Represented the buyer in the acquisition of First National Bank of Central Florida by Republic Security Bank.
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.
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.
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 $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 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 the seller in the $110 million sale of Orchid Underwriters Agency, LLC to Gryphon Investors.
Represented Alerus Financial, N.A., a wholly owned subsidiary of Alerus Financial Corporation in its acquisition of Interactive Retirement Systems, LTD, who provides recordkeeping, consulting, and administration for 160 retirement plans and over 16,200 plan participants. With this acquisition, Alerus will serve more than 5,000 retirement plans with 278,000 plan participants in 49 states.
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 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.