The Corporate & Finance Practice has a proven track record of creating successful interdisciplinary teams to structure, document, negotiate and close mergers and acquisitions. The firm represents domestic and international clients in the public and private sectors in a full array of negotiated and hostile merger and acquisition transactions, including mergers and consolidations, stock or asset acquisitions and dispositions, divestitures, leveraged and management buyouts, strategic alliances, joint ventures, proxy contests, tender offers, transactions involving corporate governance changes, and other cutting-edge transactions. Our clients include buyers, sellers, investors, strategic partners, private equity funds, hedge funds, venture capital investment funds, shareholder groups, boards of directors, special board committees, and financial advisors.

The practice focuses on middle market transactions in selected industry sectors. Our clients and experience define “middle market” deals as those generally having an aggregate transaction value in a range of $10-$500 million. Industry sectors in which firm attorneys have specialized expertise include government contracting, energy, higher education, manufacturing, industrial, real estate, and information and technology.

Representative Mergers and Acquisitions Transactions

• Large publicly traded company in connection with the disposition of a segment of its fire/security business;
• Large publicly traded company in the acquisition by merger of an aircraft components manufacturer; 
• Large publicly traded company in the acquisition of a security business; 
• Large publicly traded company in its minority investments in late-stage technology businesses; 
• Medical device manufacturer in negotiation of the terms of a private equity sponsored roll-up. The client was the lead company in the roll-up; 
• Fortune 500 client in the acquisition of the businesses of several entities in the healthcare information space and the subsequent drafting of the new form of master licensing agreement encompassing both the existing and newly acquired products and services; 
• Provider of healthcare technology and information in its acquisition of neonatal dosing technology; 
• Majority stockholder of a leading manufacturer of physical therapy and rehabilitation equipment in the sale of its interest to a major publicly traded medical device manufacturer; 
• International corporation in acquiring a medical communications company specializing in pharmaceutical and medical product publications and developing and implementing communication strategies for providers of pharmaceutical and medical products including presenting and publishing clinical research for both exiting, approved medical and pharmaceutical products, and newly-developed medical and pharmaceutical products undergoing clinical testing; 
• Major manufacturer in a number of joint ventures with its primary distributors; 
• General outside counsel to an emerging growth company and issuers counsel focusing on internet-based customer service management tools in connection with a multimillion dollar private placement of preferred stock; 
• Client in its acquisition of the assets of a pharmaceutical database and software company; 
• Client in its acquisition of a business unit that offered software focused on utilizing benefit plan and healthcare claim information to manage costs, promote claim accuracy, and improve quality of healthcare; 
• Major manufacturer in a number of joint ventures with its primary distributors; 
• Publicly owned European manufacturing company in its initial investments into the United States; 
• Leading manufacturer of dental products in connection with the sale of two of its manufacturing divisions to two different competitors; 
• Majority stockholder of a publicly traded food products company in a “going private” transaction; 
• Owners of an inventory management and logistics company on their sale of the company to a Fortune 500 company; 
• International logistics and freight forwarding company in its joint venture in Mexico City; 
• Majority stockholder of a leading manufacturer of physical therapy and rehabilitation equipment in the sale of their interest to a major publicly traded medical device manufacturer; 
• Large publicly traded manufacturing company in its new ventures division in connection with negotiation and structuring of a strategic joint venture. Firm attorneys also represent the client in connection with the acquisition of the business, including key intellectual property and trade secrets, of a manufacturer of asphalt; 
• Large Canada-based publicly traded company in the negotiation and closing of its private equity investments in strategic growth companies developing complementary goods and services; 
• Distressed provider of membership services and rewards programs available to customers of electronic commerce companies in negotiating, structuring, and closing a merger with and into the subsidiary of a NASDAQ-listed company; 
• Publicly traded provider of information for businesses and professionals in connection with strategic acquisitions, including, most recently the purchase of all of the stock of a developer of software that measures and supports medical data and the acquisition by merger of the developer of a web-based submission and peer review workflow solution for scholarly publishers; 
• A well-known Internet brand offering travel services in the purchase of certain assets, including the websites and trademarks, of various competitors, providing the client with retail airline, hotel, rental car, cruise and vacation package offerings to supplement its discount travel offerings; 
• Emergent Telecom Ventures in its $215 million acquisition of a 71 percent interest in PeterStar, a Russian telephone company based in St. Petersburg, Russia, and owned by Metromedia International Group, Inc., a U.S. public company controlled by John Kluge; 
• Roswil Inc. in the transfer of its assets and liabilities relating to its newly formed subsidiary, RPCS, Inc., and that subsidiary’s subsequent merger with and into New Ramey, Inc., a newly formed subsidiary of an Employee Stock Ownership Plan created by Roswil for the benefit of its Ramey division employees; 
• American Association of Airport Executives (AAAE) in connection with the spinoff of a new for-profit subsidiary, which has procured a series of valuable, high-level contracts with the Transportation Security Administration and the Department of Homeland Security; 
• Haydon Enterprises, Inc., in the acquisition of Kerk Motion Products, Inc., a designer and manufacturer of high-precision, technologically advanced motion control products that include lead-screw assemblies, slides, linear rails, and actuators; 
• Harbour Group in portfolio company acquisitions for Harbour Group Investments V, L.P, its fifth private equity fund. These included the acquisition of the business and assets of Pearlman Corp., a leading developer and supplier of branded, high-quality abrasives, diamond-cutting products, and related products; the acquisition of Haydon Switch & Instrument, a leading designer and manufacturer of high performance fractional horsepower linear actuators, lead screw assemblies, rotary stepper motors, and hermetically sealed switches for niche-market applications; and the acquisition of SloanLED, a leading designer and manufacturer of light emitting diode (LED) systems, primarily used in sign, spa, and optoelectronic applications; 
• Harbour Group in its sale of Southern Heat Exchanger Corporation to a leading fabricator of large stainless steel process vessels and other equipment in the Australasian region; 
• Lincoln Industrial Corporation in the acquisition of Reelcraft Industries, Inc., the world’s largest manufacturer of spring-driven hose, cord, and cable reels for use in industrial, automotive, aerospace, military, and specialty applications, and the acquisition of the 50 percent of Indian joint venture Lincoln Helios India Ltd. it did not previously own; 
• Sandy Spring Bancorp in its acquisition of Potomac Bank of Virginia and County National Bank (and its holding company); 
• A private equity investor in the sale of substantially all of the assets of Powell Plant Farms, Inc., a bedding plants grower; 
• A private equity investor in the sale of all of the outstanding capital stock of Startec Global Communications Corporation, a reseller of dial-around phone services; 
• A private equity investor in the acquisition of majority ownership of Tappan Wire & Cable, Inc., a specialty cable manufacturer; 
• Stone Street Capital, Inc. and sole shareholder in the sale of substantially all of the assets of Stone Street Capital, Inc., a purchaser of structured settlements and awards; 
• Several start-up ventures in their initial private placement of equity securities; 
• National Capital Revitalization Corporation (NCRC) in the negotiation of an investment arrangement to fund certain real estate development activities in the District of Columbia, a real property exchange between NCRC and another quasi-governmental entity, and in its contribution of land to and investment in a company formed to develop an affordable housing/mixed use real estate development in the District of Columbia; 
• Gladstone Capital Corporation in several debt workouts and related asset acquisitions; 
• Gladstone Investment Corporation in its senior subordinated debt and preferred and common equity investment in Galaxy Tool Holding Corporation; 
• Auto Meter Products, Inc. in the acquisitions of Stack Limited, a UK manufacturer of automotive instruments and vehicle data acquisition and recording equipment, and Dedenbear Products, Inc., a technology leader in drag racing parts; 
• Pearlman Industries, Inc. in the acquisitions of Stone Tool Supply Inc. and Dimensional Tools, Inc., distributors of tools, equipment, and consumables in the stone and concrete construction, remodeling, and maintenance industries; 
• Stanley, Inc., a U.S. government IT service provider, in its acquisition of Morgan Research Corporation, a provider of science and engineering services, software systems, and IT to the U.S. government; 
• Credit Suisse First Boston and Bear, Stearns & Co., Inc. in connection with the $2.9 billion acquisition of Vidéotron, Bell Cablemedia plc, and NYNEX CableComms Group plc by Cable & Wireless Communications plc;
• The private equity group of a major investment banking firm in the restructuring and licensing of certain international filming and television distribution rights held by Alliance Atlantis; 
• Harbour Group in its acquisition of Top Knobs, Inc., a leading designer and distributor of knobs, pulls, and handles for kitchen and bath cabinets and appliances; 
• Harbour Group in its acquisition of Watchfire, a designer, manufacturer, and marketer of digital LED signage, billboards, and related software and services for a variety of outdoor commercial display applications; 
• A private equity investor in the acquisition of all of the assets of Sweet Traditions, LLC, an operator of 12 Krispy Kreme franchises and manufacturing facilities, in a bankruptcy 363 sale; 
• A lender/equity investor in restructuring debt and acquiring all of the assets of a small publishing company; 
• Competitive Power Ventures, Inc. (CPV), an energy development company in the sale of substantially all of the assets of CPV Warren, LLC, a project company that owned a power plant development project, to Virginia Electric and Power Company; 
• Kelson Energy III LLC (private equity investor) as stalking horse bidder in its potential acquisition of substantially all of the assets of the bankrupt Southaven Power, LLC, the owner of a 810-megawatt power plant; 
• Visual Advance Systems Technology, Inc., in its sale to Lawson Software Americas, Inc. (a public company); 
• Issuer (private equity investor) and management equity holders in the sale of all of the outstanding equity interests of CPV Wind Ventures, LLC, a wind energy power developer with 18 wind energy power projects, to Iberdrola Renewable Energies USA, Ltd.; 
• A private equity investor in the sale of all of the outstanding equity interests of MASSPOWER, a cogeneration facility, and certain related entities to BP North America; 
• Pacific Media Capital in loans to Gormally Broadcasting LLC to finance the acquisition of a television station; 
• Start-up entity Synchrony Health LLC in the acquisition of weight-loss surgical centers; 
• A private equity investor in its acquisition of a majority equity interest in Border Foods, Inc.; 
• A private equity investor in connection with the sale of its equity interest in Diversified Group Administrators, Inc.; and 
• Harbour Group in its sale of all of the equity interest in Eckler Enterprises, Inc., a seller and catalog distributor of aftermarket and restoration automotive parts and accessories, to Century Park Capital Investors.