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Represented Kali Laboratories, a developer and manufacturer of
generic drugs, in its acquisition by Par Pharmaceuticals (NYSE:PRX) for $140
million in
cash.
Represented
the stockholders of North American Airlines,
a passenger charter airline, in a sale to World Air Holdings, Inc.,
a passenger and cargo airline.
Represented
Wexford Capital LLC, a private
equity fund, in its joint venture with Franco Compania Naviera, S.A.,
a Greek shipping company, formed for the purpose of venture
investment in and management of shipping vessels.
Represented International Wood LLC
in its acquisition of the wood product manufacturing business of
Weslaco Holding Company, which acquired the operating assets of
Caldwell/VSR, Inc. during Caldwell's Chapter 11 reorganization
proceeding. Upon completion of this acquisition, International Wood
became a significant provider of wood blind components sold to the
leading manufacturers of window treatment products, including Hunter
Douglas and Blinds-To-Go.
Represented
Power Play Energy in the sale of
water desalinization technology and assets to Oases
Desalination International, Ltd., an international provider of water
desalinization systems.
Represented
Scrittura, Inc., a provider of
document automation technology and straight-through-processing for
the non-exchange based trading operations of financial services
institutions, in connection with its acquisition by merger with a
subsidiary of Interwoven, Inc. (Nasdaq: IWOV), provider of
Enterprise Content Management (ECM) solutions, for consideration
consisting of approximately $16.3 million in cash at closing and up
to $2.0 million in subsequent performance-based cash payments.
Represented
certain shareholders of
Nycomed, a
European pharmaceuticals company
with a value of
€1,800,000,000
and offices in 18 European markets,
in connection with the
acquisition by
Nordic Capital of
a controlling interest in Nycomed
from a group of
investors led by DLJ Merchant Banking and The Blackstone Group.
Represented
Fountainhead Development, LLC in
the sale and restructuring of Chateau Elan Winery & Resort, located
outside Atlanta, Georgia, and the St. Andrews Bay Golf Resort & Spa,
located in St. Andrews Bay, Scotland, and the related hotels and
inns, four golf courses, a winery, a spa, an equestrian center,
thousands of acres of both developed and undeveloped commercial and
real property, and all the related hospitality businesses.
Represented B&P International Insurance
Brokerage LLC, an international marine insurance
brokerage firm, in
the sale of substantially all its assets to Arthur J. Gallagher &
Co. (NYSE:AJG) an international insurance brokerage and risk management
services firm.
Represented
the
shareholders of Symphony Data Corporation,
a business process outsourcing company, in the sale of the company
and its Indian sister company, to STI Knowledge.
Represented a producer and international distributor of
candies in its purchase of a producer and international distributor
of a complimentary candy line and the related financing of this acquisition
consideration through the
sale to institutional investors of the acquirors Series B
Convertible Preferred Stock.
Represented Virtual Sciences LLC,
in its acquisition of substantially all the assets of Mirage Graphic
Studio, LLC. Virtual Sciences specializes in 3-D architectural
visualization.
Represented Richardson Foods, Inc.
in its acquisition by merger of two companies engaged in the
production and international sale of candies, including "Beechies."
Represented the sponsor in a $17.5 million leveraged buy-out of a
national provider of automotive repair services with $70 million in
revenues, including the negotiation of debt and equity financing and
the related acquisition.
Represented
the
stockholders of
iSpace Software Technologies
in the sale of US, Indian and Mauritius companies providing
information technology and claims processing services to Amisys
Synertech, Inc., a provider of information technology and claims
processing services to the healthcare industry.
Represented a bulge bracket investment bank in the sale of its
shares in Transcentive, Inc., a leading provider of solutions for
equity plan administration and financial reporting, to Computershare
Limited, a leading financial services and technology provider for
the global securities industry.
Represented
the seller in the sale of an internet marketing company for
approximately $24 million payable in cash and stock.
Represented
the principal stockholders of TM Media, Inc. an information
technology events and conferences company in connection with the
sale of their sto ck in such company to, and executive employment
agreements with Ziff-Davis Media, Inc.
Represented
Wexford Capital LLC, a private equity fund, in its sale of certain
tanker vessels to General Maritime Corporation, a publicly-traded
shipping company.
Represented Tarpan Therapeutics, Inc.,
an early stage drug development company, in its merger with
Manhattan Pharmaceuticals, Inc. (MHTT.OB).
Represented
Energy Developments Limited, a publicly-owned Australian energy and resources
company, in its joint venture with bio-mass gasification systems
manufacturer BrightStar SynFuels.
Represented
VNU Marketing
Information, Inc., the world’s largest marketing
services organization, in a joint venture between VNU and a
subsidiary of Valassis Communications, Inc., resulting in the
formation of a direct to consumer marketing services joint venture.
Represented
Elan Corporation, plc, a worldwide pharmaceutical and biotechnology
company, in the structuring and formation of joint
ventures with U.S. biotechnology companies to develop and license new drug products and technologies.
Represented
Claimsnet.com, a leading healthcare transaction processor, in the
acquisition of certain assets of VHx Company, an
Internet-technology company focused upon healthcare information
services.
Represented
Prime Charter Ltd., a NYSE broker-dealer, in its acquisition by Fahnestock & Co., Inc., a national brokerage firm and
wholly-owned subsidiary of Fahnestock Viner Holdings Inc., a
NYSE-listed company.
Represented
Square Industries, a major publicly-owned parking operator, in
connection with its acquisition by the NYSE-listed Central Parking
System, Inc.
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Represented
BlogTalkRadio, Inc., an
online social radio network providing a platform for businesses and
individuals to create their own live call-in talk shows, in
connection with its Series A Preferred financing, led by The Kraft
Group.
Represented Viatel Holding (Bermuda)
Limited, a pan-European business communications provider
of infrastructure, bandwidth, IP voice and data solutions operating
across 6 European markets, in connection with $9.1 million private
placement of senior secured increasing rate notes.
Represented Hopstop.com,
Inc., a leading online transit guide for several
major American cities, in a private offering of its Series A-2
Preferred Stock.
Represented
Greenhill SAVP, an early-stage
venture investor in technology enabled services and business
information services companies, in connection with a $2.5 million
Series A Preferred financing of Pontiflex, Inc., a Brooklyn-based
company in the online lead generation market.
Represented BFS Companies, Inc.,
a provider of working capital advances to small businesses, in
connection with its $9 million Series A Preferred Stock
financing and recapitalization by Edison Venture Fund VI, a
mid-Atlantic private equity fund specializing in venture capital,
management buyout, corporate spinout and recapitalization
financings.
Represented GCommerce, Inc., a
developer and provider of EDI replacement supply chain management
solutions, in connection with a convertible debt financing led by
Acuity Ventures and in connection with an angel note offering.
Represented
Power Play Energy, LLC in
connection with its follow-on investment in the $55 million Series
B Preferred Stock financing of Infinia Corporation, a leading
developer of solar power technologies. Co-investors in the round
included GLG Partners, Wexford Capital LLC, Khosla Ventures,
Vulcan Capital, EQUUS, and Idealab.
Represented
eFashion Solutions LLC, a
provider of technology, call center and fulfillment services to
leading fashion brands in a $17+ million venture capital financing
round led by ABS Capital Partners, in which the investors purchased
preferred limited liability company membership units.
Represented
Elite Pharmaceuticals, Inc.
(AMEX:ELI), a
pharmaceutical company principally engaged in the development of
oral, controlled release products, in a private placement of $20
million of Series C Preferred Stock to institutional investors.
Represented SJF Ventures, Calvert Social Funds, and Allco Financial Group, in connection with their investment
in the Series B financing of groSolar, a national solar energy firm headquartered in Vermont. The financing was led by NGP Energy Technology Partners, L.P.
(www.sjfund.com/grosolar)
Represented Osage Ventures, a fund that focuses on early stage technology and life science companies,
in connection with its Series A Preferred financing of Carnegie Speech Company, a developer and provider of software for assessing
and teaching spoken language skills.
Represented eFashion Solutions LLC,
a provider of technology, call center and fulfillment services to
leading fashion brands in a mezzanine financing by Seacoast Capital
Partners.
Represented Reval.com, Inc., a global leader in financial risk management solutions and services, in connection with a $28 million
acquisition and expansion financing transaction led by affiliates of Commonwealth Capital Ventures and North Bridge Venture Partners.
Represented GlobalServe, Inc., a leader in international IT life cycle management for multinational corporations,
in its preferred stock financing by venture capital investors, including Fremont Ventures, Hudson Partners, Walden Capital Partners and an affiliate of
Crossbridge, and in its simultaneous mezzanine financing by MMV Financial, a Toronto-based specialty finance company whose partners include Wells Fargo & Company
and HSBC Bank Canada.
Represented Paladyne Systems, Inc., a provider of technology solutions for the hedge fund industry,
in connection with its issuance of $11 million of Series A Preferred Stock to a group of investors led by Credit Suisse NEXT II Investors, L.P.
Represented Osage Venture Partners II, LP in connection with its investment in Series A Preferred Stock
of SevOne Inc., a Delaware-based provider of application and network performance management software delivered as an integrated appliance.
Represented NANIRX Therapeutics, Inc., an early stage drug development company,
in connection with its issuance of $8 million in series A preferred stock to finance the research, development, and licensing
of new drug products and technologies.
Represented Power Play Energy, LLC in
connection with its follow-on investment in Infinia Corporation (formerly Stirling Technology Company),
a leading developer of Stirling engine based products and technologies. Co-investors in the round
included Khosla Ventures of Menlo Park, CA, Vulcan Capital of Seattle, WA, EQUUS Total Return, Inc. of
Houston, TX, and Idealab of Pasadena, CA
Represented GCommerce, Inc., a
developer and provider of EDI replacement supply chain management
solutions, in connection with its recapitalization of its
outstanding debt structure, led by Acuity Ventures.
Represented GCommerce, Inc., a
developer and provider of EDI replacement supply chain management
solutions, in connection with its angel debt and equity financing.
Represented Motion Golf, LLC (www.motiongolf.com)
a provider of cutting edge golf swing analysis technology and
instruction studios, in a private placement financing.
Represented 1Trip3, Inc., a lead
generator of travel package & related services for the travel
industry, in a private offering of its Series A Preferred Stock funded by Ascend Ventures.
Represented Milestone
Venture Partners II LP,
an early stage venture investment fund, in connection with
its acquisition of a preferred stock position in Oddcast, Inc., a
New York based media technology company that develops conversational
character products.
Represented
Spark Capital,
a Boston-based venture capital & private equity fund focused on
early stage equity investments in the media, entertainment and
technology sectors, with its investment in the $8 million Series A
Preferred Stock financing of
Next New Networks,
a developer of specialized video programming for narrowly
targeted Internet audiences and offers ad-supported programs on
video-sharing websites.
Represented
Edison Venture Fund,
a Mid-Atlantic private equity fund specializing in venture capital,
management buyout, corporate spinout and recapitalization financings
in their purchase of a controlling equity position of Games Media
Properties, Inc., a company that organizes, manages and stages
national and international video game events, tournaments and
festivals.
Represented Milestone
Venture Partners and
Edison
Venture Fund,
early stage venture investment funds focused on technology-enhanced
service businesses in the New York metropolitan area, in connection
with their joint investment in the Series A Preferred Stock of
SmartAnalyst, Inc., a provider of outsourced custom research and
analytics to corporate clients in the life sciences, consumer goods
and services, and financial services industries.
Represented
SJF Ventures,
a North Carolina based venture capital fund, as the lead investor
in the Series A Preferred financing of groSolar, a provider of
clean, efficient solutions for homes and businesses, including solar
electricity, solar hot water, and solar air heating. Three funds
that specialize in the cleantech and renewable energy sectors, SJF
Ventures, Calvert Social Investment Fund, and Allco Financial Group,
participated in the financing.
Represented
Silicon Alley Seed Investors, L.P.
a New York City-based early stage technology investment fund, in its
investment in the Series C Preferred Stock of of PermissionTV, Inc.,
a developer of an internet video publishing platform used to build
profitable on-demand broadband TV audiences.
Represented
Acorn Factor, Inc.
in its investment in Paketeria GmbH, a provider of eBay drop shop,
post and parcels, office supplies, photo processing, photocopy and
printer cartridge refilling services in Germany.
Represented
Cammeby’s Capital Group,
a New York -based venture capital fund, in its purchase of the
Series A-1 Preferred Stock of Broadband Energy Networks, Inc.,
a developer of information-based solutions to improve the
efficiency, comfort and safety of businesses, buildings and homes.
Represented
Silicon Alley Seed Investors,
L.P.
a New York City-based early stage technology investment fund, in
it’s investment in Series A Preferred Stock of Motionbox, Inc., a
developer of software to enhance computer video, pictures and
graphics.
Represented
Cammeby’s Capital Group,
a New York -based venture capital fund, in its purchase of the
Series A Preferred Stock of Melior Discovery, Inc., a developer of
technology that uncovers new therapeutic indications for development
stage pharmaceuticals.
Represented
Silicon Alley Seed Investors, L.P.
in its investment in the Series A Preferred Stock of
Lightspeed Audio Labs, Inc., a provider of services relating to the
delivery and management of content and data for online musical
collaboration.
Represented
Cammeby’s Capital Group,
a New York -based venture capital fund, in its purchase of the
Series A Preferred Stock of Blink Twice, Inc., a developer and
distributor of assistive technology products for the disabled.
Represented
Silicon Alley Seed Investors, L.P.
in its investment in the Series A Preferred Stock of Backfence,
Inc., a web-based provider of community-oriented news information
and advertising.
Represented a private equity investor in the
purchase of Class A Common Stock of
AGI
Genetics Incorporated Dermatics, a
New York
based company specializing in biomolecular research in dermatology
and skin care products.
Represented a private equity investor in the purchase of
Series B Preferred Stock of
Harrow
Sports, Inc., a leading manufacturer of squash, lacrosse and
hockey equipment.
Represented
FMS Investment Corp., a
collector of defaulted federal student loans, in raising $4.5
million in a private offering of Series A Preferred stock led by Venturion Capital.
Represented Wexford Capital LLC,
in a Series A Convertible Preferred Stock investment in Dianet
Communications, Inc., a neutral host provider of distributed antenna
systems that expands wireless telephone coverage and capacity in
areas with non-existent or problematic wireless coverage.
Represented NJTC Venture Fund SBIC
L.P., Silicon Alley Seed
Investors, L.P. and Big Bend XXI
Investments, L.P. in a $4.5 million Series B Preferred financing of Cebatech Inc.
Represented Edison Ventures and
Ovation Capital Parters in a $6
million venture preferred investment in Pinnacle Tax, a tax
preparation firm.
Represented Majestic Research, a
securities research firm serving the institutional investor
community, in a $6.5 million venture preferred investment led by BV
Cornerstone.
Represented
Hudson Venture Partners II, LP, a venture capital fund, in
connection with their purchase of Series A Convertible Preferred
Stock of Peminic Inc., a New Jersey based software development
company.
Represented Silicon Alley Seed Investors,
L.P. in its Series A Preferred financing of Cebatech Inc.
Represented Hudson Ventures Partners II,
L.P. in a venture preferred investment in Scanbuy, Inc.,
a New York-based developer of proprietary software turning optical
devices into secure, wireless barcode scanners.
Represented Milestone Venture Partners,
an early stage venture investment fund, in the purchase of debt and
equity securities of Ecosystems Design, Inc., a New York based
software company that specializes in tailored products that allow
end users to interact seamlessly with disparate data sources and
incompatible applications.
Represented Rho Ventures and
Silicon Alley Seed Investors, L.P.
in
the restructuring and recapitalization of Multispectral Imaging,
Inc.
and the subsequent purchase of its Series B Preferred Stock.
Represented EdgeTrade.com,
Inc., a New York provider of direct market access and
algorithmic securities technologies to hedgefunds, institutions and
individuals, in its Series A Preferred Stock financing by Edison
Venture Fund.
Represented Ovation Capital Partners
in a venture preferred investment in Federation, Inc.
Represented Power Play Energy in
a $3.5 million venture investment in Stirling Technology, a company
that develops and exploits Stirling engine technology.
Represented
Trafin
Corporation, a receivables financing and securitization company,
in the issuance of more than $4,000,000 of serial convertible
preferred stock to strategic and venture investors, including
affiliates of J.M. Huber Corporation and Marubeni Corporation.
Represented
GlobalServe,
Inc., in its preferred
stock financing by venture capital investors, including Fremont Ventures, Hudson
Partners, Walden Capital Partners and an affiliate of Crossbridge.
Represented
RealRead, Inc., which develops and licenses print media online
previewing software, in the sale of common stock to two
international venture capital funds.
Represented
a bulge bracket investment bank in its investment in the Series C
Convertible Preferred Stock and warrants of NetSuite, Inc. (formerly
known as NetLedger, Inc.), a developer of Internet-based business
solutions.
Represented
a bulge bracket investment bank in its investment in the Series D
Convertible Preferred Stock of Exact Laboratories, Inc., a developer
of genomics-based technologies designed to eradicate certain
cancers.
Represented
a bulge bracket investment bank in its investment in the Series A
Convertible Preferred Stock of ReCare, Inc., a developer of
wireless, clipboard-based applications assisting physicians in point
of care diagnosis and patient record maintenance.
Represented
a bulge bracket investment bank in its investment in the Series D
Convertible Preferred Stock of Wrenchead.com, Inc., a provider of
technology solutions designed to facilitate automotive parts order
processing & collaboration over the Internet.
Represented
a bulge bracket investment bank in its purchase of a convertible
promissory note and warrants of FundsXpress Financial Network, Inc.,
a provider of Internet-based financial services for retail and
commercial financial institutions.
Represented
a bulge bracket investment bank in its founding investment in
BondDesk.com, which operates the leading online retail fixed income
securities trading platform.
Represented
Friskit, Inc., an online entertainment media search company, in its
second round of venture capital financing and the conversion of
outstanding debt.
Represented
Hudson Venture Partners II, LP, a venture capital fund, in
connection with their purchase of Series A Convertible Preferred
Stock of iHello.com, Inc., a California software development
company.
Advised
Russia Partners Management, LLC, a Moscow and New York-based
private equity manager investing in the Russian Federation and other
states of the former Soviet Union and an affiliate of Siguler Guff,
in connection with an investment by a multilateral agency in Russia
MTV.
Represented
venture capital funds (Hudson Venture Partners II, LP, Liberty View
Equity Partners SBIC, LP, Marketing 1 to 1 Venture LP) in
connection with their purchase of senior secured convertible
promissory notes from Intellibridge Corporation, a Delaware corporation which offers
knowledge management and intelligence services for global
corporations and organizations.
Represented
Scrittura, Inc. (formerly known as Intuitive Products International
Corp), a provider of management consulting services and leading
software products to the derivatives industry, in connection with
the sale of secured debt instruments to Penny Lane Partners, Hudson
Venture Partners, LibertyView Equity Partners, SBIC, LP, Walden Capital
Partners, Marco Polo Capital and Middlebury Venture Partners.
Represented
Systeam Holdings LLC in connection with the restructuring and
financing of Systeam SpA, an Italian software company.
Represented
Silicon
Alley Seed Investors, a New York
City based early stage technology investment fund, in its investment in
the $6 million Series A referred financing of Lemur
Networks, Inc., creator
of an interface to allow data to be better managed, distributed, and
synchronized across disparate systems. The principal venture
capital investors in the Series A round were Rho Ventures and Sevin Rosen Funds.
Counsel
to Hudson
Venture Partners, LibertyView
Equity Partners and Walden
Capital Partners in connection with the purchase of
convertible bridge notes of Centor
Software Corporation, a leading developer of XML
applications for relational or non-relational information analysis.
Represented
Stockback Holdings, Inc. in its issuance of $25 million of Series A
Convertible Preferred Stock to T.H. Lee Putnam Internet
Partners, RRE Ventures II L.P. and Neocarta Ventures L.P.
Represented
BioMed
Venture AG, a Hamburg, Germany
based life science investment fund, in its investment in
Intelligent Ion, Inc., a designer and manufacturer of miniaturized
mass spectrometers.
Represented
Silicon
Alley Seed Investors, a New York
City based early stage technology investment fund, in its investment in Kirusa
Inc., creator
of infrastructure to allow for multimodality of mobile data
applications across a wide variety of wireless handhelds, including cellphones and PDA's.
Represented
Poindexter
Systems, Inc., a provider of online advertising
optimization technology, in its issuance of
Series B 8% Convertible Preferred Stock and related warrants
to a group of investors lead by Hudson Venture Partners II, L.P. and
Echelon Ventures, L.P., and the conversion of outstanding
convertible debt.
Represented Elite Pharmaceuticals, Inc.
(AMEX:ELI), a pharmaceutical company principally engaged in the
development of oral, controlled release products, in a private
placement of $10 million of Series B Preferred Stock and warrants.
Represented
Elite
Pharmaceuticals, Inc. (AMEX:ELI), a pharmaceutical company
principally engaged in the development of oral, controlled release
products, in a private placement of $6.6 million of Series A
Preferred Stock.
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Represented
Viatel Holding (Bermuda) Limited, a pan-European business communications provider of infrastructure,
bandwidth, IP voice and data solutions operating across 6 European markets, in connection with a "going-private" transaction.
Represented
Advaxis, Inc. (ADXS.OB), a biotechnology company focusing on the development
of vaccines for the treatment of cancers, in connection with its private placement of $9.4 million in common stock and warrants.
Represented
Churchill Ventures Ltd., a company focusing on the acquisition
of businesses in the communications, media, and technology industries, in its initial public offering
of 12.5 million units for aggregate gross proceeds of $100 million. The offering was underwritten by
Bank of America Securities LLC.
Represented
SheerVision, Inc. (SHVN.OB), in its private placement of
$3,500,000 in convertible debt, common stock and warrants through Northeast Securities Inc.
Represented
Advaxis, Inc. (ADXS.OB), a biotechnology company focusing on the development of vaccines for the
treatment of cancers, in an offering of secured
convertible debentures and warrants.
Represented Advaxis, Inc. (ADXS.OB), a biotechnology company focusing on the development of vaccines for the
treatment of cancers, in a share exchange and
reorganization with Great Expectations and Associates, Inc. and
represented the combined company in a private placement and bridge
note conversion.
Represented
Maxim Advisory LLC, as
collateral manager in a $1.983 billion collaterized debt obligation
note and preferred stock issuance in a 144A placement.
Represented Maxim Advisory LLC
as collateral manager in $989 million collateralized debt obligation
note and preferred stock issuance in a 144A placement in which
Merrill Lynch was the initial purchaser.
Represented
Wexford Capital LLC, as lead investor, in connection with
a $10 million private placement of units comprised of preferred
stock and warrants by Gulfport Energy Corporation, a publicly-traded
energy exploration company.
Represented
a national beverage producer and distributor in the offer and sale
of $23 million of convertible preferred stock in private placement
transaction.
Represented
Claimsnet.com, a leading healthcare transaction processor, in its
initial public offering underwritten by a group of underwriters led
by Roth Capital Partners, LLC.
Represented
Box Hill Systems Inc., a leading
provider of storage networking solutions including hardware,
software and services, in a initial public offering underwritten by a
group of underwriters lead by Salomon Brothers Inc.
Represented
Square Industries, a major publicly-owned parking operator, in
connection with general securities matters and SEC compliance.
Represented
a publicly-held manufacturer of laboratory equipment in its successful
defense of a proxy battle and successful opposition to a shareholder
proposal with respect to the company's stock option plan.
Advised
D. H. Brown Associates Inc., a financial analytics company, in the
structuring and negotiation of the repurchase of its shares from the
St. Paul Companies, Inc.
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Life Science
Represented
Elite
Pharmaceuticals, Inc. (AMEX:ELI), a pharmaceutical
company principally engaged in the development of oral, controlled
release products, in a generic drug development arrangement with
Pliva, Inc.
Represented a private equity investor in the
purchase of Class A Common Stock of
AGI
Genetics Incorporated Dermatics, a
New York
based company specializing in biomolecular research in dermatology
and skin care products.
Represented
Elan Corporation, plc, a worldwide pharmaceutical company, in the structuring and formation of joint
ventures with U.S.
pharmaceutical and
biotechnology companies to develop and license new drug products and technologies.
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