Capital Markets

Represented a major freight and delivery company with regard to a substantial private equity investment.

Represented a major venture capital fund in connection with the purchase of Convertible Promissory Notes in an emerging growth medical diagnostics company.

Represented Easton Capital Partners, LP in the secondary sale of certain Series A Interests in the Fund.

Represented Shimojani, LLC in its offering and sale of Series A, B and C Units in the biotech company.

Represented Azimuth Quartzy Fund LLC in connection with the secondary sale of Series A Interests in the Fund.

Represented an emerging growth imaging company in the $1.3 MM offering of its Convertible Promissory Notes.

Represented the investment group in the purchase of $5MM of Series A Preferred Units of a fast casual restaurant company.

Represented CoreMedica Laboratories Inc. in connection with its $3 MM offering of Series A-1 Preferred Stocks.

Represented Scientific Intake Co. LLC in the offering of $8 MM of its Series C Preferred Units.

Represented investor in $3 million purchase of Convertible Notes and Warrants of Platform Imaging, Inc.

Represented CoreMedica Laboratories Inc., known for its innovation in micro and dried blood collection and analysis, with respect to the offering of its Convertible Promissory Notes.

Represented Arrowhead Capital LLC regarding the formation of a Series of Special Purpose Vehicles in the Cayman Islands for offshore investments.

Represented the purchaser as to U.S. law matters in the acquisition of Walker Books Limited and its subsidiaries, including Candlewick Press, by Trustbridge Global Media Ltd. and the subsequent financing of the business. Prior to acquisition, the target was owned by various nineteenth-century trust vehicles that had become legally obsolete, and the transaction therefore required judicial approvals at various levels in the English courts. At the same time, the transaction structure needed to comply with various UK and US tax regulations. The transaction was financed with an asset-based financing approximately six months after its completion which financing required extensive cross-guarantees.

Represented the buyer in the acquisition of a business that manufactures and distributes laboratory test equipment used in genomic research. The business had been acquired some years before by a publicly traded entity. After full integration, the owner elected to sell the business. To complete the transaction, we advised on the unraveling of several arrangements between the target and its owner and other affiliated businesses. We also advised with respect to an asset-based financing several months after the acquisition had been completed and, thereafter, on its refinancing as well.

Represented the lead investor and other investors in a second round of early stage financing for Preen.me, the world’s leading social beauty platform. We negotiated with the company’s noteholders and stockholders to revise Preen.me’s balance sheet to accommodate the investment structure desired by the new investors.

Represented a major European designer and manufacturer of winter sports equipment in the restructuring of the bank debt and equity ownership of its U.S. subsidiary. We worked with the client to locate new debt financing for the business and advised with respect to the transition from one lender to a successor. We also were able to recommend certain management additions which led to improvements in the business. As the business improved, we also advised with respect to certain marketing joint ventures in the United States and Canada.

We regularly prepare private placement memoranda that our clients use to raise funds in offerings that are exempt from the registration requirements of U.S. securities laws. We have prepared offering documents for medical device businesses, hospitality businesses, investment funds, and private equity funds, among others. Our experience with private placements also extends to compliance with “blue sky,” or state securities, laws.

Represented a Finnish sponsor of a web-based business, the purpose of which is to match investors with start-up ventures based outside of the U.S. In the course of advising, we reviewed the positions that the Securities and Exchange Commission had taken with respect to its rules regarding private placement offerings that are exempt from the registration requirements of the Securities Act of 1933 and also the registration requirements for broker/dealers under the Securities Exchange Act of 1934. We were able to structure a business plan that satisfied the client’s goals.

Represented a U.S.-based biotech business in a private financing with offshore investors. The biotech business was in a sensitive area relating to food supply and therefore related to U.S. national security. As a result, and notwithstanding the fact that the investors had bargained for only one board seat, a filing with the Committee on Foreign Investment in the Units States was required, which we prepared and submitted.

Represented a publicly-traded manufacturer and distributor of laser technology-based medical devices. We advised the company on a series of straight debt financings, convertible debt financings, and PIPE and other capital raising transactions and in connection with its SEC filings. We also advised on a transaction in which the client sold all of its assets to a competitor. In the course of our work, we counseled the client’s board of directors on matters relating to governance and share listings.

Represented SurePure, Inc. in a series of offshore equity financings involving shares of its common stock in transactions that were structured to comply with Regulation S under the Securities Act of 1933. We also prepared the Company’s registration statement to be filed to register the resale of the shares that were sold in the financings.

Represented the financial advisor to the purchaser in the privatization of certain Albanian oil and gas properties, principally three oil and gas exploration and development sites. Our client was an offshore advisor that was knowledgeable with respect to governmental processes and procedures in Albania. The purchaser was a U.S.-based small cap public company. The client’s advisory compensation package was structured as a combination of cash and securities of the purchaser and provided for compensation for future, as well as current, services, in excess of $20,000,000. As a result and among other aspects, we advised our client on issues relating to compliance with U.S. securities laws.

Represented a corporate group comprised of Swiss and South African companies in the listing of their list shares on U.S. financial markets by means of an alternative public offering. Prior to the offering we also represented the group in its capital raises outside of the United States. Working with the client, we prepared all of the required SEC filings. The listing had three purposes: a) to provide liquidity to our client’s forty-plus shareholders; b) to enable our client to raise capital in the public markets; and c) to provide visibility for our client’s product and validation for its business plan. We continue to represent the business not only in its ongoing SEC filings, including its registration statement, but in its international commercial agreements as well.

Represented Home Service Store Inc. (GA) in its sale to private equity fund Roark Capital Group.

Represented Concord Health Partners in the negotiation and purchase of Series B Preferred Stock in the $12 million offering by Post Acute Analytics, Inc.

Represented Luna Collective, LLC in its organization and fundraising to establish an angel investment fund to invest in Central American companies.

Represented Hivemind Investment Fund in its $3 million purchase of Series A4 Preferred Stock of Sannpa Limited d/b/a Fnatics, Inc.

Represented a U.S. mobile phone service distributor in the sale of its Convertible Preferred Stock to an investor equal to 10% of our clients’ fully diluted equity.

Represented Sparkle Capital Limited in its $4.3 million litigation financing provided to a U.S. borrower and the security agreements in connection with such financing.

Acted as general counsel of a market research company, for over 15 years, representing them with various contracts, shareholder and employee matters, and real estate transactions and financings.

Represented Lehman Brothers in an IPO of H-Power, Inc., a fuel cell development and manufacturing company.

Represented Cruttenden Roth, LLC (now Roth Capital) in over seven IPOs.

Represented Burnham Securities, Inc. in financing transactions.

Has represented various companies in acquisition transactions, private financings, and joint ventures, including: Pride Media, Inc., a publication dedicated to the LGBT community; DN Partners, LLC, a Chicago-based private equity fund; Scion Capital LLC, an Atlanta-based private merchant bank; NSG Capital LLC, a Connecticut-based private merchant bank and family office; Boxlight Corporation (NASDAQ: BOXL), a leading provider of products and services to the educational industry; and Gleason Corporation and its affiliate Technibilt Inc., one of the largest manufacturers of shopping carts.

Represented Hightimes Holding Corp., a cannabis brand, in its ongoing Regulation A+ IPO.

Represented Lehman Brothers, Inc., DH Blair & Co., and Cruttenden Roth LLC (now Roth Capital LLC), in connection with initial public offerings.

Represented Greenwich Air Services Inc. in its $20M IPO and $150M follow-on public offering.

Represented Top Jobs Plc, the UK’s leading online employment portal, in its $20M IPO.

Represented GIT Mortgage Investors, a mortgage REIT, in its IPO and follow-on public offering.

Represented Boxlight Corporation (NASDAQ: BOXL), a leading provider of products and services to the educational industry, in its $7M IPO.

Represented ZBB Energy, Inc. (now EnSync, Inc.), a company specializing in renewable energy, in its $20M IPO.

Represented Everstory Partners (a portfolio company of Axar Capital) in the acquisition of 72 cemeteries and 11 funeral homes from affiliates of Park Lawn Corporation.

Represented Staple Street Capital in its acquisition of Delaware Valley Floral Group.

Represented the Board of Directors of USA Truck, Inc. in its US$435m acquisition by Schenker, Inc.

Represented Angelo, Gordon & Co. in its US$296m acquisition of Benihana.

Represented AuRico Gold in its: US$408m acquisition of Capital Gold Corporation; US$1.5bn acquisition of Northgate Minerals Corporation.

Represented Bristol-Myers Squibb in its US$885m acquisition of ZymoGenetics.

Represented CSC ServiceWorks and Pamplona Capital in the US$524m acquisition of Mac-Gray Corporation.

Represented WindAcre Partnership on its participation in the US$16bn acquisition of Neilsen Holdings by a consortium led by Elliott Management and Brookfield Business Partners.

Represented The Blackstone Group in its: US$26bn acquisition proposal for Dell Technologies; US$960m acquisition of Team Health Holdings from a consortium led by Madison Dearborn Partners; US$2bn share exchange with Allied Waste Industries Inc. (consortium included Apollo, Greenwich Street Capital, and DLJ Merchant Banking); US$956m acquisition of the assets of New Skies Satellites.

Represented CVC Capital Partners in its US$703m acquisition of Teva Pharmaceutical’s non-U.S. Women’s Health assets.

Represented Ivy Technology in its acquisition of PureWRX, Inc.

Represented 26 Capital Acquisition Corp in its proposed merger with Tiger Resort Leisure and Entertainment Inc. (operating as Okada Manilla).

Represented ZM Capital in its: Acquisition of Cannella Response Television and Cable Response Television; US$536m acquisition of Airvana by a consortium led by S.A.C. Private Capital; US$760m acquisition of Tekelec by a consortium led by Siris Capital; Acquisition of ISS assets from Microsoft.

Represented Diamond S Shipping in its US$1.65bn merger with the tanker business of Capital Product Partners.

Represented MidOcean Partners in the US$450m acquisition of Sbarro.

Represented Galenica AG in its US$1.53bn acquisition of Relypsa.

Represented Teva Pharmaceutical in its: US$6.8b acquisition of Cephalon; Acquisition of NuPathe.

Represented Thomas H. Lee Partners, Lexa Partners, Bain Capital, and Providence Equity Partners in their US$2.6bn acquisition of the Warner Music Group from Time Warner.

Represented Koch Equity Development in the acquisition of Truck-Lite Co., alongside BDT Capital Partners.

Represented Welsh, Carson, Anderson & Stowe in its: Acquisition of Peak 10; US$730m sale of Peak 10 to GI Partners; US$524m sale of ITC^Deltacom to EarthLink; US$290m recapitalization of Service Repair Solutions.

Represented DHL in its: US$90m minority investment in ASTAR Air Cargo Holdings; Two internal restructuring of DHL’s operations in the United States; US$1.4bn acquisition of Airborne; Sale of DHL Airways to BD Air Partners.

Represented Twin River Worldwide Holdings in its stock merger with Dover Downs Gaming & Entertainment.

Represented Axar Capital Management in its US$416m take-private of StoneMor Inc.