Our experience includes these matters:

Mergers and Acquisitions/Private Equity

  • We represented E.I. DuPont de Nemours & Company in many M&A transactions, including the $70 million acquisition of the outstanding stock of Coastal Training Technologies Corporation, a leading global producer and marketer of cutting-edge training programs.

  • We represented Giant Industries, Inc., a publicly traded refiner and marketer of petroleum products, in transactions including its acquisition by Western Refining, Inc., a publicly traded company in the same industry. The $1.3 billion transaction was complicated by a number of significant events, including two refinery fires, a transaction restructure, and a threatened injunction by the Federal Trade Commission.

  • We represented C-COR Incorporated, maker of cable network distribution equipment, in  its $730 million acquisition by ARRIS Group Inc.

  • We represented Digene Corporation, a biotechnology company we took public in the early 1990s, in its acquisition by QIAGEN N.V., a Netherlands-based global lab diagnostic equipment company. The transaction was valued at $1.6 billion.

  • We represented Hercules, Inc., in a variety of M&A and financing transactions over the last decade and in its recent acquisition by Ashland, Inc., a specialty chemical company. The transaction value was approximately $3 billion.

  • We represented InfraSource Services Inc., a specialty contractor servicing utility transmission and distribution infrastructures, in its acquisition by industrial contractor Quanta Services Inc. in an all-stock deal valued at nearly $1.3 billion. InfraSource became a wholly owned subsidiary of Quanta, with Quanta shareholders owning 75% of the combined company and InfraSource shareholders owning the remaining 25%.

  • We represented The Najafi Companies, LLC, in transactions including the acquisition of the Book-of-the-Month Club business in the United States and Canada from Bertelsmann AG.

  • We represented Penske Automotive Group, a publicly traded automotive group, and its subsidiary in M&A transactions including acquisitions and divestitures in several western states.

  • We represented Allied Waste Industries, Inc., in acquisitions and divestiture transactions with industry leaders Waste Management, Inc., Veolia ES Solid Waste, Inc., and Waste Services, Inc.

  • We represented Inlign Capital Group, LLC in investments, including those made in Whisper Creek Homes and Sound Surgical Technologies, LLC.

  • We represented NewSpring Ventures, a private equity fund with $600 million under management, in numerous expansion stage investments.

  • We represented a communications equipment manufacturer in its sale for approximately $750 million.

  • We represented a NASDAQ-listed manufacturing company in the acquisition of a subsidiary of a Dutch company with operations in 14 countries, including separate services and asset acquisition agreements with subsidiaries in 14 countries.

  • We represented a NASDAQ-listed manufacturing company in acquiring a processing plant in India.

  • We represented a large retailer of contact lenses in the cash and stock-for-assets acquisition of a Singapore company and its Chinese affiliates (including a contact lens manufacturing facility and related intellectual property) and related financing with a large U.S. bank and the Development Bank of Singapore.

  • We represented an Australian company, New Horizon Minerals, in its $25 million acquisition of assets out of bankruptcy in the Western United States.

Securities

  • We counsel more than 30 public companies in periodic reporting with the SEC and in day-to-day securities disclosure matters.

  • We have represented Exelon Corporation and several of its predecessor and subsidiary companies for more than 35 years. We have handled more than $8 billion in public and private debt and preferred securities offerings, significant restructuring, and a substantial increase to more than $6 billion in the company's revolving credit facilities. We also handled the securitization of $5 billion of PECO's stranded costs, which at the time was the largest U.S. asset securitization. Our attorneys established commercial paper programs, negotiated derivative transactions, and developed a process for SEC compliance for all of Exelon's reporting companies.

  • We serve as corporate counsel to Sunoco, Inc., handling oversight of matters, including securities, corporate governance, and financing work. We handled the $250 million public offering of 9.625% senior notes due April 15, 2015.

  • We serve as corporate securities counsel for Triumph Group, Inc., a NYSE-listed company that designs, engineers, manufactures, repairs, and overhauls aircraft components. Since its IPO, we have handled public offerings of equity and debt securities, periodic reporting with the SEC, securities disclosure issues, and mergers and acquisitions.

  • We served as corporate counsel for Hercules, Inc., handling a variety of matters, including securities and financing work.

  • We represented Janney Montgomery Scott and other underwriters in public offerings of the securities of investor-owned water utilities, including a recent public offering of 1,150,000 common shares at a price of $31 per share by American States Water Company, a publicly traded water utility.

  • We represented Merrill Lynch Pierce Fenner & Smith in the issuance of the $100 million Ohio Air Quality Development Authority Bond Series 2009-D and $6.4 million Ohio Water Development Authority Bond Series 2009-A.

  • We counseled PMA Capital Corporation in the adoption of a new shareholder rights plan designed to protect the company's ability to utilize its net operating loss carryforwards and other tax assets.

  • We represented Goldman, Sachs & Co. in the marketing of $60.5 million in State of Louisiana bonds.

  • We represented Applegate Farms in a complex restructuring and a minority investment by a private equity firm.

Transactional Finance

  • For decades, we have represented PNC Bank and its predecessors in financing transactions. Our work includes commercial and asset-based revolving credit and term loan facilities, construction and other real estate loans, and letter of credit enhancement of bond issues in both single bank transactions and in syndicated facilities where PNC serves as agent for the lending group.

  • We represent TD Bank, N.A., and other major banking institutions in a wide range of financing transactions, including individual and syndicated revolving credit and term loan credit facilities and in providing letters of credit for the credit enhancement of bond issues, most recently for health care and governmental and quasi-governmental institutions.

  • We represented a public home builder in connection with credit facilities, including a $2 billion primary bank facility.

  • We handled a senior secured $20 million construction loan and $5 million revolving line of credit so that the future owner of a Major League Soccer expansion franchise could finance a soccer stadium.

  • We represented both lenders and investors providing debt and equity for several recent New Markets Tax Credit financings.

  • We represented a Fortune 500 company and another publicly traded company as seller's counsel in new trade receivables securitization transactions, each in an amount exceeding $100 million.

  • We represented a Fortune 500 client in connection with the $225 million restructuring of a trade receivables securitization facility.

  • We represented a long-time client in several financings, including construction financing of a new sports facility and several long-term financings, each involving the securitization of revenue streams relating to the operation of the facility.

  • We represented a public company client and another client in more than 10 student loan securitizations over the past two years, representing more than $10 billion in assets. We have served as trustee's counsel in numerous student loan securitizations.

  • We represented borrowers and guarantors in a $100 million-plus transaction involving the restructure of existing debt and the extension of new credit facilities destined for the construction of new phases of existing resort projects in Los Cabos and Mazatlán, Mexico, and secured by U.S. and Mexican consumer receivables.

  • We represented issuers and guarantors in an $85 million note indenture facility secured by consumer receivables generated from the sale of vacation ownership interests in Canada and the United States.

  • We served as co-counsel to issuers in a $40 million note indenture facility secured by consumer receivables generated from the sale of vacation ownership interests regarding a resort in Paradise Island, Bahamas.

  • We represented the lender in a $27 million construction and working capital loan secured by a hotel property in St. Lucia.