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Business and Finance: Representative Matters

$125,000,000 Rule 144A Debt Offering
Securities Alarm Company
Representation of securities alarm company in a $125.0 million 144A offering of 12% senior subordinated unsecured notes.  Represented the company in connection with an exchange offer of 12% senior subordinated unsecured notes.
$43,000,000 Sale of Military Health Care Service
Anthem Insurance Companies, Inc.
Business sold to a subsidiary of Humana, Inc.
$98,000,000 Joint Acquisition of a 60 MW Energy Projects Operator
Zahren Alternative Power Corporation (ZAPCO)
Independent power producer and its joint venture partner acquired a Connecticut-based owner and operator of 60 MW of renewable energy projects around the country.
Acquisition by Omnicom, Inc.
Entertainment Marketing Company
Representation of an entertainment marketing company in the sale of all of its assets to Omnicom, Inc. in an all cash transaction.  The purchase price was $5.0 million with six earn-out payments and no maximum purchase price.
Acquisition of In-Store Market Research Company
TNS North America, Inc.
Representation of TNS North America, Inc., the North American subsidiary of Taylor Nelson Sofres plc, in connection with the acquisition of all of the outstanding capital stock of an Oregon corporation in an all cash transaction.  The closing purchase price was adjusted pursuant to working capital adjustments at closing, retirement of bank indebtedness and certain hold-backs, plus two earn out payments.
Acquisition of Medical Device Company
Medical Device Company
Representation of a medical device company in the sale of all of its assets to a Nasdaq-listed medical device company in an all cash transaction.  The purchase price was $14.0 million with a possible $1.5 million earn-out.
Acquisition of Retail Consultant and Market Research Company
TNS North America, Inc.
Representation of TNS North America, Inc. in a second acquisition for its custom research division. TNS purchased all of the outstanding capital stock of an Ohio corporation in an all cash transaction.
Acqusitions of Health Insurance Companies in New Hampshire, Maine, Colorado and Nevada
Aetna Health Plans
Firm represented Aetna Health Plans in its acquisition of the Blue Cross/Blue Shield plans in New Hampshire, Maine, Colorado and Nevada.
Angel Investment
Individual Angel Investor
Represent individual angel investor in connection with various early stage angel investments, structured as bridge debt financings, simple common equity or convertible preferred stock investments.
Asset Sale
Specialty Finance Company
Representation of a privately-held specialty finance company and its principal in connection with (i) the sale of all of the company’s assets and the assumption of certain of its liabilities by the wholly-owned subsidiary of a Texas-based family office; and (ii) the negotiation of an employment agreement between the principal and buyer. A portion of the closing purchase price was paid at closing with the balance payable in quarterly earn-out payments, subject to an earn-out payment cap.
Bridge Financing
Specialty Finance Company
Representation of a Nasdaq-listed specialty finance company in the offer and sale of convertible notes and warrants to Battery Ventures.
Co-Investment Transaction
Minority Investor
Represent an investor in the negotiation of a joint venture with a private equity fund to purchase or invest in, directly or indirectly, residential or commercial mortgage loans.
Complex Merger and Acquisition
Buyers, Sellers and Sponsor Groups
Complex merger and acquisition and leveraged recapitalization transactions for buyers, sellers and sponsor groups.
Corporate Divorce
Family Businesses
Counsel partners and parties in the breakup of family and closely-held businesses.
Corporate Governance, Legal Compliance and Legislative Drafting and Interpretation
Quasi-Governmental Entities
Representation of quasi-governmental entities in matters relating to corporate governance, legal compliance and legislative drafting and interpretation.
Credit Transaction
Securities Alarm Company
Representation of Nasdaq-listed, securities alarm company in connection with a $30 million revolving credit facility with a global financial institution.
Debt and Equity Financing
Venture Capital Fund
Representation of venture capital fund in connection with its purchase of 8% senior secured notes and common stock in a storm shelter manufacturer.
E-Business
Large Multinational Manufacturing Company
Counseled client on development of online contracting model for service dealers.
E-Business
Internet Based Businesses and Start up Companies
Ongoing counseling and development of web development agreements, contractor agreements, service agreements, license agreements and confidentiality agreements for numerous internet based business and start up companies.
Financing for a New Financial Product Reducing Investor Risk
Financial Product Company

Represent a newly formed company that provides a new financial product to reduce investors' exposure to the downside risks of certain concentrated positions in equity securities, without restricting their ability to retain those securities' full upside potential.

Formation of a Consumer Products Private Equity Fund
Investment Manager, General Partner and Private Equity Fund
Representation of a U.S. investment manager and general partner in the formation of a private equity fund investing primarily in the target industries of food, chemical, and consumer and industrial products and representation of the general partner in connection with a joint venture with a Chinese private equity firm.
Formation of a Global Macro Master-Feeder Structure
Cayman Islands Domiciled Emerging Investment Manager, Exempt Commodity Pool Operator, Domestic Fund and Master Fund
Representation of an Israeli based emerging investment manager in connection with the offer and sale to domestic and foreign investors of: (i) limited partnership interests in the U.S. feeder fund and (ii) shares in the Cayman Islands master fund.
Formation of a Long/Short Equity and Debt Master-Feeder and Sub-Feeder Fund Structure
Investment Manager, General Partner and Related Domestic and Offshore Funds
Representation of a U.S. investment manager and general partner in connection with the establishment of a Cayman Islands master feeder and sub-feeder structure for U.S. and Cayman Islands family limited partnerships trading U.S. equity and debt securities.
Formation of a Real Estate Fund
Investment Manager and Real Estate Fund
Representation of a U.S. manager in connection with the establishment of a real estate fund investing in the development, redevelopment, or acquisition of commercial or multi-residential real estate properties in the Northeast.
Formation of Alternative Energy Fund of Funds
Investment Manager, Exempt Commodity Pool Operator and Investment Fund
Representation of an investment manager and commodity pool operator in connection with the formation of an alternative energy fund of funds.
Formation of Emerging Markets and Distressed Fund
U.K. Investment Manager and Investment Fund
Representation of a U.K. investment manager in the formation of a Delaware limited partnership investing in emerging markets and distressed securities.
Formation of Quantitative Fund Investing in Exchange-Traded Futures
Investment Manager, Exempt Commodity Pool Operator and Investment Fund
Representation of an investment manager and commodity pool operator in connection with the formation of a quantitative fund formed to invest in exchange-traded futures contracts.
Full-Service Client Representation
Distributor of Specialty Construction Products
Representation includes general corporate matters, work on a management buy-out, a subsequent leveraged buy-out by a private equity fund, senior and mezzanine debt financings, numerous acquisitions, employment counseling and litigation, unionized employee relations, non-compete, trade secret and general litigation matters, real estate acquisitions and leasing, and supply and general contracting matters.
General Corporate Representation of Telecommunications Company
Tadiran Telecom Ltd.

Counsel includes regulatory, contract, litigation and merger and acquisition representation.

General Counsel Representation
Regional Fertility Company
Representation of a regional fertility company involving a heavily regulated niche science.
General Counsel Representation
Technology Environment Designer
Representation includes commercial finance, mergers and acquisitions, labor relations, employment law, real estate, ERISA and tax law.
Information Governance
Large Manufacturing Organization
Counseled manufacturing client regarding multistate personal information protection requirements. 
Information Governance
Mid-Market Companies
Ongoing counseling for clients regarding compliance with the FTC’s Red Flag Rules and other information security program requirements.
Information Governance
Large Manufacturing Organization
Counseled manufacturing client regarding multistate personal information protection requirements.
Information Governance
Insurance Company
Counseling for insurance client regarding document retention policy requirements; information governance issues.
Intellectual Property Portfolio Management
Internet Based Businesses and Start up Companies
Ongoing counseling, prosecution and management of copyright, trademark and domain name portfolios for numerous internet based business and start up companies.
Merger of Major Connecticut Health Insurer
Blue Cross/Blue Shield of Connecticut, Inc.
Represented client in the merger with Anthem Insurance Companies, including all transactional, employment, pension and benefits, tax and all related regulatory approval work.
Mezzanine Financing
Manufacturing Company in the Marine and Vehicle Industries
Representation of a privately-held manufacturing company in connection with the offer and sale to a group of investors of (i) 15% senior subordinated promissory notes in the aggregate principal amount of $12,000,000 and (ii) warrants to purchase approximately 30% of the outstanding units of membership interests of the company on a fully diluted basis after giving effect to the transaction.
Outside Counsel for International Game and Toy Manufactuter
The LEGO Group
Represent the Danish-based toy manufacturer and its subsidiaries and affiliates with operations in North America, Canada, Mexico and Latin America.  The firm's work has encompassed a wide range of highly sophisticated matters before federal, state and municipal regulatory bodies and the negotiation and drafting of contracts and other documents required by these companies' businesses.
Ownership Transition in Closely Held Business
Closely Held Business
Represent one owner of a closely held business in connection with negotiating and consummating a buy-out of co-owners, including initial counseling in connection with contentious intra-owner issues, consideration of alternatives to a buy-out for client, structuring of buy-out proposals and eventual financing and closing of the buy-out.
PIPE Financing
Specialty Finance Company
Representation of a Nasdaq-listed specialty finance company in the offer and sale of 5,180,000 shares of its common stock to 14 buyers in a PIPE transaction.  Prepared registration statement on Form S-3.
PIPEs Unit Transaction
Selected Dealer Representation
Representation of a selected dealer in a PIPEs units offering of a company that produces, publishes and distributes children’s videos and compact discs.
Primary Outside Counsel
National manufacturer
Work for client includes representation on complex labor matters, tax planning, land use planning in various jurisdictions in which its plants are located, purchase documentation and other matters typical for a multi-state corporation. Related to this work has been estate and tax planning for members of its executive team.
Regulatory Telecommunications General Counsel
Call-In-Europe, LLC
Representation of an international telecommunications company.
Representation and Formation of Principally-Protected Call Option Fund and Related Entities
Investment Advisor, Manager, Master Fund and Domestic and Offshore Hedge Funds
Representation of a sponsor of Delaware and BVI principal protected hedge funds in series LLC and share offerings of approximately $40 million in the aggregate.  The returns of the funds were linked to call options indexed against the performance of a portfolio of hedge funds and U.S. denominated zero-coupon municipal bonds with 12 year term.
Representation and Formation of Total Return Swap Fund and Related Entities
Investment Advisor, Manager, Master Fund and Domestic and Offshore Hedge Funds
Representation of a sponsor of a master fund, and leveraged and unleveraged Delaware and BVI feeder funds in series LLC and share offerings of up to approximately $150 million in the aggregate. The returns of the master fund were linked to a total return swap indexed against the performance of a portfolio of 50-90 hedge funds.
Representation of Investor in Emission Allowance Fund
Investment Manager, Exempt Commodity Pool Operator and Investment Fund
Representation of a hedge fund investor in connection with its investment in a newly formed fund engaged in the acquisition or disposal of emission allowances and equivalent instruments.
Representation of Japanese Equities and Commodities Fund
Investment Manager and Exempt Commodity Pool Operator
Advised Singapore-based investment manager in connection with proposed investments (direct and indirect) by U.S. tax exempt investors into a Cayman Islands unit trust fund.
Representation of Leading Architectural Firm
160-Person Architecture, Engineering and Planning Firm
Represent a leading architectural firm in general contracting, corporate governance, leasing, employment matters, commercial finance and numerous mergers and acquisitions.
Representation of Multi-Strategy Family of Funds
Investment Manager, General Partner and Family of Domestic and Offshore Hedge Funds
Representation of a U.S. sponsor in connection with the formation of a multi-strategy family of funds, including a master feeder structure for U.S. and Cayman Islands quantitative market neutral funds and oil and gas funds.
Representation of U.S. Sponsor in Art Fund
U.S. Sponsor and Art Fund
Representation of a U.S. sponsor in connection with the formation of an art fund for investment by U.S. investors.
Restructuring of Insurance Dedicated Fund and Loan Facility
Limited Partnership Series
Representation of a limited partnership series of an insurance dedicated fund (the "Series") in a number of transactions which were required by the lender, an international financial institution. The transactions were required to close simultaneously no later than June 30, 2009.
Restructuring of U.S. and Bermuda Affiliates as Part of Company's Sale to Private Equity Fund
The Norwich Group
Sale of a controlling interest in the Norwich Group to Flexpoint Partners, an equity investment firm. Terms of sale are as such that Flexpoint will invest up to $60 million in the Norwich Group over time. The complicated transaction involved restructuring a group of U.S. and Bermuda affiliates and negotiating the sale itself.
Sale of Company and Continued Representation
Leading International Mobile Media Content Provider

Continue to handle general corporate work for client that licenses, creates, publishes and distributes leading products and services to mobile consumers around the world after purchase by a Japanese-based public company.

Secured Debt Financing
Specialty Finance Company
Representation of a Nasdaq-listed specialty finance company in the offer and sale of 12% senior secured notes to two hedge funds.  The notes were secured by the cash residual of a prior securitization of a loan portfolio and a first lien and first security interest in the equity interests of one of the company’s subsidiaries.
Software Licensing Contract Negotiation
Large Higher Education Organization
Negotiation of million dollar contract with software vendor for comprehensive healthcare solution for higher education organization’s graduate student clinical offering.
SPAC Initial Public Offering
Underwriter Representation
Representation of lead underwriter in an initial public offering of a blank-check company formed to effect a business combination with a Chinese mining company.
Start-Up Company Representation
Internet Start-Up Business
Represent internet start-up business in connection with choice and formation of entity, buy-sell and intra-founder issues, family and friends round of financing, website development and hosting agreements, equity compensation plan and employment documents, including forms of offer letter, non-compete and confidentiality agreements.
State Insurance Approvals For Demutualization of Anthem, Inc.
Anthem, Inc. (Subsequently Wellpoint, Inc.)
Obtained the ancillary state insurance regulatory exemptions/approvals in connection with Anthem’s demutualization in 2002.
Technology Contract Negotiation
Large Multinational Manufacturing Company
Negotiation of multiple technology contracts for large multinational manufacturing company.
Trademark Portfolio Management
Multinational Information Technology Company
Ongoing  prosecution and management of global brand portfolio for multinational information technology company in 74 countries. 
Trademark Portfolio Management
Multinational Consumer Products Company
Ongoing prosecution and management of multi-brand trademark portfolio for multinational consumer products company.
Venture Capital Transaction
Hedge Fund Investor
Representation of a hedge fund investor in connection with a Series A preferred stock financing of a start-up homeland security software company.
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Related Information

Representative Matters
Publications

Primary Contacts

Thomas P. Flynn
(860) 251-5938


Donna L. Brooks
(860) 251-5917


Steven M. Gold
(203) 324-8102


John H. Lawrence, Jr.
(860) 251-5139


Marcus D. Wilkinson
(860) 251-5937


Additional Contacts

Related Areas

Contracting

Related Practices

E-Business
Mergers and Acquisitions
Private Equity
Securities Law
Tax
Commercial Finance
Bioscience