Ballard Spahr llp

Ballard Spahr represented Tengion Inc. in a PIPE financing transaction in the amount of $31.4 million.  The deal closed in March 2011.

Ballard Spahr represented Duquesne Light Co. in the remarketing of $65.6 million in Series 1999B and 1999C Pollution Control Revenue Refunding Bonds.  The transaction closed in January 2011.

We represented a national banking institution in a successful restructuring of $57 million in senior secured financing to one of the Philadelphia area’s top-rated FM radio stations.  The deal closed on March 31, 2011.

We represented a national banking institution in the amendment and restatement of a $15 million senior secured credit facility to a publicly traded special asset management company.  The deal closed on March 10, 2011.
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Blank Rome

Ballista Securities, a registered broker/dealer that offers an electronic options platform for the execution of block-sized and complex multi-leg options transactions,  in its acquisition by IntercontinentalExchange, a leading operator of regulated global futures exchanges, clearing houses and over-the-counter markets. The transaction closed on February 25, 2011 and the terms were undisclosed.

TowerOne Partners LLC, a developer of cellular towers, in the sale of all of the membership interests of a group of its subsidiaries to Tower Development Corporation, an affiliate of Crown Castle USA Inc. The transaction closed on January 6, 2011 and the terms were undisclosed.

Herley Industries, Inc. (NASDAQ: HRLY), a leader in the design, development and manufacture of microwave technology solutions for the defense, aerospace and medical industries,  in its acquisition by Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS),  a leading national security solutions provider.  The $270 million transaction, effected through a cash tender offer and a subsequent short-form merger, closed on March 30, 2011.

The Philadelphia chapter of Investors’ Circle, a San Francisco-based group of angels, venture capital firms, foundations and family investment firms that invests in companies and funds addressing social and environmental issues, in a first-round investment in DailyWorth.com, a personal-finance website for women. The transaction closed on March 3, 2011.

Underwriters’ counsel to Ladenburg Thalmann & Co., Inc, the sole bookrunning manager of the $36.5 million initial public offering of Oxford Lane Capital Corp. The transaction closed on January 25, 2011.

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CMF Associates, a leading provider of financial, operational, and human capital solutions to private equity, middle-market, and small cap public companies, recently announced the promotion of Daniel Mahoney to manager, the promotion of Jamie Brown to associate, the addition of Dan McCarthy as a Director of Business Development and the hiring of Daniel Johnson as associate to the firm’s Deal Origination team.

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Drinker Biddle & Reath LLP



Transactions:

Drinker Biddle represented a selling shareholder in the sale of a controlling interest in a provider of receivable management services to healthcare providers.  Closed 1/1/11.

Drinker Biddle represented Inverness Graham Partners II, L.P., a private equity fund, in its acquisition of TechDevice Corporation, a manufacturer of components for medical devices.  Closed 1/14/11.

Drinker Biddle represented InfoLogix, Inc., a provider of enterprise mobility solutions for the healthcare and commercial industries, in its sale to Stanley Black & Decker, Inc.  The transaction value was approximately $61.2 million.  Closed 1/18/11.

Drinker Biddle represented Zanett, Inc., a provider of business and technology consulting services,  and its wholly-owned subsidiary, Zanett Commercial Solutions, Inc. in a $10 million Revolving Credit and Security Agreement with PNC Bank, National Association.  Closed 1/27/11.

Drinker Biddle represented  one of the leading media and communications companies in connection with the formation of a content joint venture with a professional sports league and one of a leading content and animation studio.  Closed 1/29/11.

Drinker Biddle represented Georgetown Partners in an initial investment in Series D Preferred Stock of Basho Technologies, Inc., a producer of distributed data store solutions.  Under certain circumstances, Georgetown Partners may invest in additional Series D Preferred Stock.  Closed 2/4/11.

Drinker Biddle represented Bentley Systems, Incorporated, developers of engineering, design, and CAD software for the geoengineering/GIS, civil, mechanical, plant, and building industries, in closing revolving and "B" term loans with a group of lenders for whom JPMorgan Chase Bank, N.A. acted as agent.  Closed 2/11/11.

Drinker Biddle represented Congoo LLC in the sale of its wholly-owned subsidiary, DealOn LLC, in a $10 million sale for stock and cash of ReachLocal, Inc., a public company in the online local marketing and advertising industry.  Closed 2/15/11.

Drinker Biddle represented Pipeline Biomedical, Inc. in a private placement of $8 million of its Common Stock to two private equity investors. Closed 2/16/11.

Drinker Biddle represented ReSearch Pharmaceutical Services, a global next generation CRO (clinical research organization) serving biotechnology and pharmaceutical companies, in its $250 million sale to Warburg Pincus.  Closed 2/18/11.

Drinker Biddle represented subsidiary of AMG Advanced Metallurgical Group NV it its acquisition of KB Alloys, LLC, a manufacturer of aluminum/aluminum-based alloys.  Closed 2/18/11.

Drinker Biddle represented Bentley Systems, Incorporated in its acquisition of Engineering Dynamics, Inc., a provider of software used in offshore structure analysis, including oil platforms and wind farms. Closed 3/2/11.

Drinker Biddle represented a private equity firm in the sale of substantially all of the assets of a portfolio company. Closed 3/8/11.

Drinker Biddle represented RMB Capital Management LLC in its acquisition of the assets of Jennings Investment Advisors LLC, a Wyoming-based investment advisory firm.  Closed 3/8/11.

Drinker Biddle represented Englewood Hospital and Medical Center, a non-profit corporation, in a capital loan through the Hospital Capital Asset Financing Program of the NJHCFFA (New Jersey Health Care Facilities Financing Authority).  Closed 3/8/11.

Drinker Biddle represented a portfolio company of a private equity firm in the acquisition of certain assets from a manufacturer and distributor of industrial products.  Closed 3/10/11.

Drinker Biddle represented a  provider of software solutions for the design, operation and commercial management of oil & gas pipelines and its affiliates in a $10 million Term Loan and $4 million  Revolving Line of Credit secured by a lien on all assets and a pledge of stock of foreign affiliates, and with a Limited Guaranty provided by a  private equity firm.  Closed 3/18/11.

Drinker Biddle represented a private equity firm in its follow-up investment in a provider of business consulting services.  Closed 3/18/11.

Drinker Biddle represented a major northeastern bank as administrative agent in an "amend and extend" transaction in a credit facility exceeding $.5 billion.  Closed 3/25/11.

Drinker Biddle represented a distributor of medical devices in an asset based credit facility with a global financial services firm as agent.  Closed 3/28/11.

Drinker Biddle represented a multinational  infrastructure redevelopment firm in the refinancing of its credit facility with a major financial institution.  Closed 3/3/11.

Drinker Biddle represented Aker Philadelphia Shipyard, Inc. in its restructuring transaction where it will receive up to $160 million in new funding and it refinanced $20 million of existing loans.  Closed 3/31/11.

Drinker Biddle represented Pennsylvania National Mutual Casualty Insurance Company, a Pennsylvania mutual insurance company, in a transaction in which it entered into a 100% reinsurance agreement, administrative services agreement and related transaction documents with certain subsidiaries of Tawa plc, an English public limited company, pursuant to which a Tawa subsidiary has reinsured all of the run-off business related to lead paint exposure for policies with certain landlords regarding properties in and around Baltimore, Maryland.  At closing, Pennsylvania National transferred assets into a reinsurance collateral trust securing the obligations of the Tawa subsidiary, and Tawa contributed approximately $35 million in additional funds to the trust.  Closed 3/31/10.

Drinker Biddle & Reath LLP welcomed David S. Denious as a partner in the Corporate & Securities Practice Group in Philadelphia.  David focuses his practice on leveraged acquisitions and dispositions, as well as corporate finance transactions. During his nearly 20 years in practice, he has represented a wide variety of private equity firms on leveraged buyout, “going private,” recapitalization, and other control transactions, and the debt and equity financing relating to those transactions.

Oxford Outcomes, headquartered in Oxford, UK, provides specialist services in the areas of patient reported outcomes, health economics, epidemiology and translation and linguistic validation to biopharmaceutical and device companies. On January 14, 2011, ICON plc (NASDAQ: ICLR), a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries headquartered in Dublin, Ireland, acquired Oxford Outcomes for an undisclosed amount.  Fairmount Partners assisted Oxford Outcomes in evaluating strategic options and negotiating and structuring the sale to ICON. This is the latest of over 80 pharmaceutical services transactions completed by the Fairmount Team.

InfoLogix, Inc. (OTCQB: IFLG), headquartered in Hatboro, PA, provides enterprise mobility and advanced wireless asset tracking solutions for the healthcare and commercial industries. On January 18, 2011, Stanley Black & Decker Inc. (NYSE: SWK), headquartered in New Britain, CT, acquired InfoLogix for $61.2 million, including the assumption of debt. Stanley Black & Decker is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, engineered fastening systems, and infrastructure solutions. Stanley Black & Decker is also a significant healthcare market provider of patient safety and security systems that aid in infant protection, wireless communication, wander prevention, departure alert and fall management applications. Fairmount acted as the primary financial advisor to InfoLogix on the sale to Stanley Black & Decker and provided a fairness opinion to the Special Committee of the Board of Directors of InfoLogix.

IC Axon, headquartered in Montreal, Canada, provides clinically focused training programs for global biopharmaceutical and medical device clients. On March 1, 2011, IC Axon merged with Informed Medical Communications, a leading provider of peer-to-peer medical forums, training services, and integrated medical communications for the biopharmaceutical industry headquartered in Edison, New Jersey. Shareholders of IC Axon include Brooks Capital Group, an investment firm owned and managed by Brook J. Lenfest and Merck Capital Ventures. Informed Medical Communications shareholders include Frazier Healthcare and Ferrer Freeman & Company. Fairmount Partners assisted IC Axon and its shareholders in evaluating strategic options and negotiating and structuring the merger with Informed Medical Communications. This is the latest of over 80 healthcare transactions completed by the Fairmount Team.

EDGE Professional Services, LLC, headquartered in Rockville, MD, provides IT staff augmentation and consulting services to commercial and federal government agency clients. On March 25, 2011, Artech Information Systems, LLC,  a minority- and women-owned business enterprise providing workforce solutions, IT consulting and outsourced product services headquartered in Cedar Knolls, NJ, acquired EDGE for an undisclosed amount. Fairmount Partners assisted EDGE in evaluating strategic options and negotiating and structuring the sale to Artech.
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Fox Chase Bank

Fox Chase Bank provided $9,950,000 of acquisition financing in the form of senior debt to PPI/Time-Zero, Inc.  The transaction closed on January 4, 2011.

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Janney Capital Markets

On February 3, 2011 StoneMor Partners L.P.  (NASDAQ: STON) announced that it priced a public offering of 4,874,366 common units at a price of $29.25 per unit for gross proceeds totaling $143 million. Of the 4,874,366 common units, StoneMor is selling 3,025,000 common units and certain unitholders are selling 1,849,366 common units. StoneMor intends to use the net proceeds from the common units it is offering to redeem senior secured notes due August 2012, to prepay the borrowings outstanding under its existing acquisition credit facility, to pay down the borrowings outstanding under its existing revolving credit facility and fund capital improvements or for general partnership purposes.  StoneMor Partners L.P., headquartered in Levittown, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 260 cemeteries and 58 funeral homes. Janney Montgomery Scott LLC served as co-manager on this transaction.

On January 12, 2011, First Potomac Realty Trust (NYSE: FPO) announced that it completed a public offering of 4,000,000 of its 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (the "Series A Preferred Shares") with a liquidation preference of $25 per share for gross proceeds totaling $100 million. The Company intends to use the net proceeds from the offering to repay a portion of the balance outstanding under its unsecured revolving credit facility, to fund the acquisition of properties, and for working capital and general corporate purposes. First Potomac Realty Trust is a self-administered, self-managed real estate investment trust ("REIT") that focuses on owning, operating, developing and redeveloping office and industrial properties in the greater Washington, D.C. region. FPO currently has a portfolio totaling approximately 13 million square feet. Janney Montgomery Scott LLC served as co-manager on this transaction.

On January 25, 2011, Medley Capital Corporation (NYSE:MCC) announced the closing of its initial public offering of 11,111,112 shares of its common stock at a public offering price of $12.00 per share for total gross proceeds of approximately $123 million.  The Company intends to use the net proceeds from the offering to provide debt financing to portfolio companies in accordance with its investment objective and for general corporate purposes. The Company is a newly-organized, externally-managed, non-diversified closed-end management investment company.  The Company is a direct lender targeting private debt transactions ranging in size from $10 to $50 million to borrowers principally located in North America. The Company's investment activities are managed by its investment adviser, MCC Advisors LLC. Janney Montgomery Scott LLC served as co-manager on this transaction.

On February 16, 2011, Gladstone Commercial Corporation (NASDAQ: GOOD ) announced that it completed a public offering of 833,750 shares of common stock at a price of $18.35 per share for total gross proceeds of approximately $15 million.  The shares sold included the full exercise of 108,750 shares of the underwriters' over-allotment option. The Company intends to use the net proceeds from this offering to repay existing indebtedness, including a portion of the outstanding balance of its new line of credit, and for general corporate purposes. Janney Montgomery Scott LLC served as the sole book-runner and lead manager on the transaction.

On January 28, 2011,  Blackstone Capital Partners V L.P. (NYSE: BX) ("Blackstone") completed its acquisition of Polymer Group, Inc. ("PGI"), a leading global manufacturer of engineered nonwoven materials for the hygiene, healthcare and industrial markets. Blackstone purchased PGI for $18.23 per share, subject to an escrow hold back of $2.91 per share to cover liabilities, costs and expenses related to an unresolved tax issue at the time of closing. The acquisition was funded via a combination of $560 million in new senior secured notes and a significant equity contribution by affiliates of Blackstone. Polymer Group, Inc., one of the world's leading producers of nonwovens, is a global, technology-driven developer, producer and marketer of engineered materials. With the broadest range of process technologies in the nonwovens industry, PGI is a global supplier to leading consumer and industrial product manufacturers. The company operates 14 manufacturing and converting facilities in nine countries throughout the world. The Blackstone Group is one of the world's leading investment and advisory firms. Its alternative asset management businesses include the management of private equity funds, real estate funds, hedge funds, credit-oriented funds, collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement services. Janney Montgomery Scott served as financial advisor to PGI's Special Committee and rendered a Fairness Opinion for this going private transaction.

On January 28, 2011 KIT digital (NASDAQ: KITD) completed the acquisition of privately-held KickApps Corporation for approximately $45 million.  This deal was financed entirely with shares of KIT digital common stock. KickApps' solutions consist of a suite of hosted social and media applications and services that drives deeper relationships with customers, and which are used by some of the world's largest brands to grow and engage online audiences. Its more than $12 million in annualized revenues are derived almost entirely from recurring software license fees. KIT digital is a leading global provider of video management solutions for multi-screen delivery. KIT digital's global client base includes approximately 1,300 customers across 40+ countries.  Janney Montgomery Scott LLC acted as financial advisor to KIT digital in this transaction.

On February 11, 2011, Triangle Capital Corporation (NYSE:TCAP ) announced that it completed a public offering of 3,450,000 shares of common stock at a price of $19.25 per share for total gross proceeds of $66 million. The shares sold included the full exercise of 450,000 shares of the underwriters' over-allotment option.  The Company intends to invest these net proceeds in lower middle market companies in accordance with its investment objective and strategies, and for working capital and general corporate purposes. Triangle Capital Corporation is a specialty finance company organized to provide customized financing solutions to lower middle market companies located throughout the United States. Triangle typically invests $5.0 million - $15.0 million per transaction in companies with annual revenues between $20.0 million and $100.0 million and EBITDA between $3.0 million and $20.0 million. Janney Montgomery Scott LLC served as co-manager on this transaction.

On February 14, 2011, Zuoan Fashion Limited (NYSE:ZA) announced that it priced its initial public offering of 6,000,000 American Depositary Shares (“ADSs”), each representing four ordinary shares of the company, at US$7.00 per ADS. The offering generated gross proceeds of approximately $42 million.  Zuoan Fashion Limited is a leading design-driven fashion casual menswear company in China. Zuoan offers a wide range of products, including men’s casual apparel, footwear and lifestyle accessories, primarily targeting urban males between the ages of 20 and 40 who prefer stylish clothing that represents a sophisticated lifestyle. Through extensive networks of distributors and retail stores, Zuoan sells its products in 27 of China’s 32 provinces and municipalities.  As of September 30, 2010, Zuoan had 1,075 stores in total including 31 direct stores located in seven provinces and municipalities in China.  Janney Montgomery Scott LLC acted as co-manager on this transaction.

On March 1, 2011, Equity LifeStyle Properties, Inc. (NYSE:ELS ) announced the pricing of a public offering by selling stockholders of 8,000,000 shares of the Company's 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock at a price of $24.75 per share. The Company will not receive any proceeds from the offering. Prior to the closing of the offering, the selling stockholders will exchange an aggregate of $198 million liquidation preference of existing preferred units of MHC Operating Limited Partnership, the Company's operating partnership subsidiary, for $200 million aggregate liquidation preference of Series A Preferred Stock. The selling stockholders will receive all of the net proceeds from the sale of the Series A Preferred Stock in the offering. Equity LifeStyle Properties, Inc. is a self-administered, self-managed, real estate investment trust (REIT) headquarters in Chicago, which owns or has an interest in 307 quality properties in 27 states and British Columbia consisting of approximately 111,000 sites. Janney Montgomery Scott LLC served as co-manager on this transaction.

On March 11, 2011, Pebblebrook Hotel Trust (NYSE:PEB ) announced the closing of a public offering of 5,000,000 shares of its 7.875% Series A Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share, for a total gross proceeds of approximately $125 million. The Company will use the proceeds to invest in hotel properties in accordance with the Company's investment strategy and for general business purposes.  Pebblebrook Hotel Trust is a publicly traded real estate investment trust (“REIT”) organized to opportunistically acquire and invest primarily in upper-upscale, full-service hotels located in large urban and resort markets with an emphasis on the major coastal cities. The Company owns nine hotels with a total of 2,552 guest rooms in six states and the District of Columbia, including San Francisco, California; Washington, D.C.; Santa Monica, California; Minneapolis, Minnesota; Bethesda, Maryland; Buckhead, Georgia; Stevenson, Washington; and Philadelphia, Pennsylvania.  Janney Montgomery Scott LLC served as co-manager on this transaction.

On March 15, 2011, Financial Institutions, Inc. (NASDAQ: FISI) announced that it completed a public offering of 2,813,475 shares of its common stock at a price of $16.35 per share for total gross proceeds of approximately $46 million.  The shares sold included 366,975 shares purchased by the underwriters pursuant to their over-allotment option.  The Company expects to use a portion of the net proceeds for the repurchase of the remaining outstanding shares of its Series A Fixed Rate Cumulative Perpetual Preferred Stock and to repurchase the related warrant to purchase shares of the Company's common stock issued to the U.S. Department of the Treasury (the "Treasury"). The remaining net proceeds will be used for general working capital purposes.  Financial Institutions, Inc. provides diversified financial services through its subsidiaries, Five Star Bank and Five Star Investment Services, Inc. Five Star Bank provides a wide range of consumer and commercial banking services to individuals, municipalities and businesses through a network of over 50 offices and more than 70 ATMs in Western and Central New York State. Five Star Investment Services provides brokerage and insurance products and services within the same New York State markets. Janney Montgomery Scott LLC acted as co-manager on this transaction.

On March 22, 2011, Sun Bancorp, Inc. (NASDAQ: SNBC) announced that it completed a public offering of 28,750,000 shares of common stock at a price of $3.00 per share for gross proceeds totaling approximately $86 million. The shares sold included the exercise of 3,750,000 shares of the underwriters' over-allotment option. The Company intends to use the net proceeds for general corporate purposes, including a contribution to the capital of Sun National Bank to support its organic growth, to fund losses, if any, from potential asset disposition strategies, including loans sales, to repay indebtedness or for possible acquisitions. Sun Bancorp, Inc. is a $3.4 billion asset bank holding company headquartered in Vineland, New Jersey, with its executive offices located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun National Bank, serving customers through 66 locations in New Jersey. Sun National Bank has been named one of Forbes Magazine's "Most Trustworthy Companies" for five years running.  Janney Montgomery Scott LLC served as co-manager on this transaction.

On March 22, 2011, Realty Income Corporation (NYSE:O ) announced it closed a public offering of 8,625,000 shares of common stock at a price of  $34.81 for total gross proceeds of approximately $300 million. The shares sold included the exercise of 1,125,000 shares of the underwriters' over-allotment option.  The proceeds from the offering will be used to fund a substantial portion of recently announced property acquisitions, general corporate purposes and working capital, which may include additional acquisitions.  Realty Income real estate company dedicated to providing shareholders with dependable monthly income.  This monthly income is supported by the cash flow from approximately 2,500 properties owned under long-term lease agreements with regional and national retail chains and other commercial enterprises.  Janney Montgomery Scott LLC served as Senior co-manager on this transaction.

On March 25, 2011, Main Street Capital (NYSE:MAIN) announced that it completed a public offering of 4,025,000 shares of common stock at a price of $18.35 per share for total gross proceeds of approximately $73.9 million. The shares sold included 525,000 shares of the underwriters’ overallotment option.  Main Street Capital intends to use the net proceeds from this offering to repay outstanding debt borrowed under its $100 million credit facility, to make investments in accordance with its investment objective and strategies, to pay operating expenses and other cash obligations and for general corporate purposes.  Main Street's primarily lower middle market investments are made to support management buyouts, recapitalizations, growth financings and acquisitions of companies that operate in diverse industry sectors and generally have annual revenues ranging from $10 million to $100 million.  Main Street also maintains a portfolio of privately placed interest-bearing debt investments in middle market businesses that are generally larger in size than its lower middle market portfolio companies. Janney Montgomery Scott LLC served as co-manager on this transaction.

On March 30, 2011, Brandywine Realty Trust  (NYSE:BDN) announced that it priced a public offering of $325 million of 4.95% senior unsecured guaranteed notes due April 15, 2018. The notes are being offered to investors at a price of 98.907% with a yield to maturity of 5.137%.  The net proceeds will be used will be used to repay existing indebtedness under the Company's unsecured revolving credit facility and for general corporate purposes.  Brandywine Realty Trust is a real estate investment trust (REIT) and is one of the largest, publicly traded, full-service, integrated real estate companies in the United States.  Brandywine owns, develops, manages and has ownership interests in a primarily Class A, suburban and urban office portfolio comprising 316 properties and 36.1 million square feet, including 235 properties and 25.8 million square feet own. Janney Montgomery Scott LLC served as co-manager on this transaction.

On March 31, 2011, Golub Capital BDC (NASDAQ:GBDC ) announced that it has priced a public offering of 3,500,000 shares of its common stock at a public offering price of $15.75 per share for total gross proceeds of $55 million.  The shares sold included the exercise of 525,000 shares of underwriters’ over-allotment option.  The Company intends to use the net proceeds of the offering to invest in portfolio companies in accordance with its investment objective and strategies as described in the prospectus and for general corporate purposes. Golub Capital BDC is a business development company (BDC), which principally invests in senior secured, unitranche, mezzanine and second lien loans of middle-market companies that are, in most cases, sponsored by private equity investors. Golub Capital BDC's investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital group of companies. Janney Montgomery Scott LLC served as co-manager on this transaction
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LLR Partners
LLR Partners has made a growth capital investment in Avenues: The World School, an education organization developing a system of premier pre-kindergarten through twelfth grade private schools in major cities around the world. LLR is partnering with Liberty Partners and the Company’s founders as part of a $75 million financing to help fund the opening of Avenues’ flagship campus in Manhattan, as well as future domestic and international sites.

LLR Partners has made a growth capital investment in United Seating & Mobility, a leading provider of complex rehabilitation products, including custom power and manual wheelchairs for disabled adults and children. LLR is partnering with the firm's existing management team to help fund the Company's growth and future acquisitions. The firm is headquartered in St. Louis, Missouri.

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In Matthews International Capital Management, the largest dedicated Asia market investment specialist in the United States, announced the addition of Lovell Minnick Partners as a minority equity holder. With the endorsement of Matthews, Lovell Minnick private equity partnerships acquired a minority ownership interest previously held by another investor.

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Morgan Lewis & Bockius, LLP
Morgan Lewis represented Breckenridge IS, Inc., a portfolio company of firm client Arsenal Capital Partners, in acquiring a majority interest in REcentis Intermediaries, LLC. Breckenridge is a national specialty insurance underwriting manager, wholesale broker, and insurance services company formed and funded by Arsenal Capital and an experienced management team to pursue an acquisition-driven growth strategy in this fragmented industry. REcentis is a specialty reinsurance broker with offices in California and Australia. The value of the transaction was undisclosed.  The team was led by David Gerson.

Morgan Lewis represented Sun Capital Partners in structuring and financing the acquisition by one of its affiliates of the European rigid plastics consumer goods business of Huhtamaki Group, and in international merger control compliance issues surrounding the acquisition. This acquisition is one of many that Sun Capital affiliates have made in the specialty packaging industry in recent years, including four within the last year alone. The business, renamed PACCOR after closing, is headquartered in Germany and has production facilities in Finland, France, Poland, and Turkey, as well as a commercial office in Lithuania.  The value of the transaction was undisclosed.  The team was led by David Gerson.

Morgan Lewis represented GSI Commerce, Inc. in its merger agreement to acquire Fanatics, Inc., an online retailer of licensed sports merchandise, in a transaction valued at approximately $277 million. Fanatics operates more than 250 e-commerce websites, including www.footballfanatics.com and more than 60 e-commerce stores for collegiate and professional sports partners and media organizations. GSI enables e-commerce, multichannel retailing, and digital marketing for global enterprises in the United States and internationally. GSI’s online licensed sports merchandise business operates the official e-commerce websites for the NFL, the NBA, the NHL, the MLB, NASCAR, and ESPN.  The transaction includes $171 million in cash and $106 million of GSI common stock, consisting of approximately 4.78 million shares based on the volume weighted average price on February 8 of $22.20. In connection with the merger, GSI entered into a new five-year, $400 million credit agreement, which includes a $285 million revolving line of credit and a $115 million term loan. The team was led by Ben Wills and Richard Aldridge.

Morgan Lewis represented Buckeye Partners in its agreement with BP Products North America Inc. and its affiliates to acquire a package of 33 refined petroleum products terminals—with total storage capacity exceeding 10 million barrels, and approximately 1,000 miles of refined petroleum products pipelines—as well as BP’s approximately 50% interest in Inland Corp. The acquisition will enable Buckeye Partners to continue its expansion and geographic diversification efforts in key growth markets.  The value of the transaction was undisclosed.  The team was led by Ben Wills and Howard Meyers.

Morgan Lewis represented Pearson in increasing its shareholding in TutorVista to a controlling 76% stake for $127 million. Pearson previously acquired a minority stake in TutorVista in June 2009. TutorVista, headquartered in Bangalore, supplies digital content and technology platforms to private and government schools in India and provides online tutoring, test preparation, curriculum design, and teaching training for K-12 schools. The acquisition follows Pearson’s recent investments in both acquisitions and organic growth opportunities in China, Brazil, Southern Africa, and Nigeria. The team was led by Barbara Shander.

Morgan Lewis represented Pearson plc in its acquisition of Smarthinking, a market leader in providing post-secondary online tutoring and academic support programs intended to improve student performance, persistence and retention.  Based in Washington, DC, Smarthinking has more than 475 post-secondary clients and a globally network of approximately 1,500 trained professional educators.  Pearson, a global educational leader, will combine Smarthinking with TutorVista, an India-based online tutoring company.  The value of the transaction was undisclosed.  The team was led by Barbara Shander.

Morgan Lewis represented Susquehanna Bancshares Inc. in its definitive agreement with Abington Bancorp Inc. to acquire all outstanding shares of Abington’s common stock in a stock-for-stock deal.   Based on the relative values of Susquehanna’s and Abington’s stock on the signing date, the transaction is valued at approximately $273 million.  Under the terms of the agreement, Abington shareholders will receive 1.32 shares of Susquehanna common stock for each share of Abington common stock. The expanded company is expected to have assets of approximately $15 billion, with $10 billion in loans and an equal amount in deposits. Susquehanna Bank’s network of 221 banks will be increased to 241 and will span Pennsylvania, New Jersey, Maryland, and West Virginia. The team was led by Joanne Soslow.

Morgan Lewis represented Embrella Cardiovascular in its sale to Edwards Lifesciences for $43 million in cash.  Embrella developed a single-use disposable deflector system that can be used during heart procedures without blocking blood flow to the brain. The device has been used in a limited study in Europe.   The team was led by Steve Goodman and Jeff Bodle.

Morgan Lewis represented ARAMARK Healthcare in its acquisition of Masterplan, a clinical technology management and medical equipment maintenance company.  ARAMARK Healthcare is a provider of clinical medical equipment management at more than 500 hospitals through integrated capabilities including: clinical equipment maintenance, capital planning and life cycle management, capital asset protection and capital asset tracking.  The acquisition enables ARAMARK Healthcare to expand its capabilities to service all levels of hospital clinical technology and better serve the patient care needs of its hospital partners. The value of the transaction was undisclosed.  The team was led by Richard Aldridge.

Morgan Lewis represented provider of ecommerce and interactive marketing services, GSI Commerce, in its entry into a merger agreement with eBay, the world's largest online marketplace, pursuant to which eBay would acquire all of the outstanding stock of GSI for $29.25 a share, or total consideration of approximately $2.4 billion.  The acquisition, which will be financed with cash and debt, is expected to close in the third quarter of 2011.  GSI enables ecommerce, multichannel retailing and digital marketing for global enterprises in the U.S. and around the globe.  With more than 180 customers across 14 merchandise categories, GSI has long-term commerce services relationships with leading retailers and brands.  GSI's ecommerce services, which include technology, order management, payment processing, fulfillment and customer care, are available on a modular basis or as part of an integrated solution. As part of the transaction, eBay will divest 100 percent of GSI's licensed sports merchandise business and a majority interest in ShopRunner and Rue La La, two wholly-owned subsidiaries of GSI, to a newly formed holding company which will be led by GSI founder and CEO Michael Rubin.  The team was led by Richard Aldridge.

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Pepper Hamilton

Transactions:

Pepper Hamilton LLP served as counsel to QPS, LLC, a leading full-service contract research organization, in connection with its acquisition of a majority stake in Bioserve Clinical Research, a full service phase 1 CRO headquartered in Hyderabad, India.  The transaction closed in January 2011.

Pepper Hamilton LLP served as counsel to BA Research India Ltd. in its acquisition of all assets of Hill Top Research Corporation, a leading provider of CRO Services and clinical research services to the global biopharmaceutical and personal healthcare industries. The acquisition was carried out through BA Research India Ltd.'s wholly owned subsidiary, Hill Top Purchaser Inc. BA Research India, Ltd. is a full service contract research organization (CRO) specializing in conducting Phase I-IV clinical trials in various therapeutic areas and in analyzing biological samples supporting bioequivalence, bioavailability, and other clinical studies. The acquisition was complete on January 6, 2011 and the financial terms were not disclosed. The Pepper Team was lead by Matthew M. Greenberg and also included Michael J. Mann, Odia Kagan, Michelle Higgins and Paul G. Yakulis (corporate), David Kaplan and Karen E. Gelula (benefits), Joan C. Arnold (tax), John W. Jones Jr. and Stephanie M. Godfrey (healthcare), Joseph D. Rocco (real estate), and Brienne S. Terril (intellectual property).

Pepper Hamilton LLP served as counsel to a Pennsylvania animal hospital corporation regarding a private equity transaction valued at approximately $3 million. The Pepper team was led by Michael Gallagher and included Cuyler Walker, Jason Reiser, Greg Narsh, Laura Warren, Christine Kimmel, Lauren Voss, Michelle Higgins, and Pamela Bishop.

Pepper Hamilton LLP served as counsel to Pharmasset, Inc., a Princeton-based, clinical-stage pharmaceutical company committed to discovering, developing and commercializing novel drugs to treat viral infections, in its underwritten public offering of 3,795,000 shares of common stock. The offering closed on January 26, 2011 and resulted in proceeds to Pharmasset of $167.9 million. The Pepper Hamilton team was led by Steven Abrams and included Scott Jones and Laury Jones.

Pepper Hamilton LLP served as counsel to Vantage Oncology, Inc., a California-based operator of radiation oncology centers, in connection with its combination with Physician Oncology Services, LP, a portfolio company of Oak Hill Capital Partners. The combination creates one of the nation’s preeminent networks of outpatient radiation oncology centers. The transaction closed on January 31, 2011, and the terms of the transaction were not disclosed. Pepper partners James Epstein and John Duke advised Vantage Oncology on the deal.

Pepper Hamilton LLP served as counsel to a private equity firm regarding a debt financing transaction. Julia Corelli (lead) and Odia Kagan advised the investor in the deal, which closed in March.

New Hires:

Pepper Hamilton LLP added Benjamin Mittman as an associate and Andrew D. Kupchik as an attorney in the firm’s Corporate and Securities Practice Group, both resident in the Philadelphia office. Bryan Y.M. Tham has joined the firm’s Corporate and Securities Practice Group as an attorney in the Berwyn office.

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Phoenix Capital Resources served as the exclusive financial advisor to Tafford Uniforms, LLC with their refinancing.  Tafford is a manufacturer of nursing uniforms, shoes and accessories that are sold through catalogs and online.  Phoenix Capital Resources obtained an inventory only revolver from Gibraltar Business Capital which will allow the Company to maximize its working capital and be in a position for future growth.

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Private Capital Research

Private Capital Research LLC (PCR) client ICV Partners acquired Cargo Airport Services (CAS), a leading provider of innovative cargo handling solutions, from MidMark Capital, the Weinberg Bell Group, and other shareholders for an undisclosed amount.  PCR worked on the buy-side for ICV to source the opportunity, and co-invested in the deal alongside ICV, the CAS executive team, and other co-investors. Debt financing for the transaction was provided by Prospect Capital.  BB&T Capital Markets advised CAS.

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SSG Capital Advisors, LLC
SSG Capital Advisors, LLC acted as the investment banker to ISE Corporation in the sale of its assets to Bluways USA, Inc.  ISE, headquartered outside of San Diego, CA, is a leading developer, integrator and distributor of hybrid-electric drive systems as well as energy storage systems specifically designed for heavy duty commercial vehicles.  Bluways, a subsidiary of Bluways NV, is a Belgian system integrator and supplier of hybrid electric drive systems and components for heavy-duty applications.  The sale was conducted through a Section 363 auction under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of California.  The sale was approved on January 12, 2011 and the transaction closed on January 31, 2011.
SSG Capital Advisors, LLC acted as the investment banker to The Protective Group, Inc. in the recapitalization and restructuring of its debt and equity with its lender, The Royal Bank of Scotland, and Argentinean equity sponsor, The Exxel Group.  TPG, headquartered in Miami, FL, is a market leading defense contractor of lightweight state-of-the-art composite armor solutions for personnel, ground transportation and helicopters.  The transaction closed in January 2011.
SSG Capital Advisors, LLC acted as the investment banker to Townsends, Inc. in the sale of substantially all of its assets to both Peco Foods, Inc. and Omtron, Ltd.  Townsends, headquartered in Georgetown, DE, is a fully-integrated, large bird poultry processor that sold nearly 700 million pounds of poultry products and generated approximately $500 million in revenue during 2010.  Peco Foods, Inc., a domestic competitor, acquired the Company’s Arkansas assets and Omtron, an affiliate of a Ukrainian agricultural conglomerate, acquired the Company’s North Carolina assets.  The sale was conducted through an all night Section 363 auction under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The sale was confirmed on February 17, 2011 and the transaction closed on February 25, 2011.
SSG Capital Advisors, LLC acted as the investment banker and financial advisor to BNA Subsidiaries, LLC in the sale of substantially all of its assets to the Bureau of National Affairs, Inc.  BNA Subsidiaries, headquartered in New Hampshire, is a leading provider of research, information, and professional events in a wide range of fields, including management and IT consulting, medical laboratories and agriculture.  The sale was conducted through a Plan of Reorganization under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The sale and the plan were confirmed on March 22, 2011 and the transaction closed on March 30, 2011.

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On January 18, 2011, Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp”), the holding company for Alliance Bank, completed an IPO though a  second-step conversion of Alliance Bank. Alliance Bank is a Pennsylvania-chartered stock savings bank operating out of its executive offices in Broomall, Pennsylvania and nine other full-service offices in Delaware and Chester Counties, Pennsylvania. The conversion raised $32.6 million and established the new company with a market capitalization of $54.7 million. Stifel Nicolaus Weisel acted as financial advisor and sole book-running manager to Alliance Bancorp.

On February 4, 2011, Atlantic Coast Financial Corporation (“Atlantic Coast”), the holding company for Atlantic Coast Bank, completed an IPO through a second-step conversion of Atlantic Coast Bank. Atlantic Coast Bank is a federally chartered stock savings bank operating out of its executive offices in Jacksonville, Florida and 11 other branch offices located in northeast Florida and southeast Georgia. The conversion raised $17.1 million and established the new company with a market capitalization of $26.3 million. Stifel Nicolaus Weisel acted as financial advisor and marketing agent to Atlantic Coast.

On February 8, 2011, Insight Schools, Inc. (“Insight”), a subsidiary of Apollo Group, Inc. (“Apollo”), was acquired by Kaplan, Inc. (“Kaplan”), a subsidiary of The Washington Post Company, for an undisclosed amount. Insight operates one of the nation’s largest networks of full-time, diploma-granting, online high schools to serve students who seek an alternative to the traditional public high school experience. Insight will be integrated with Kaplan Virtual Education, a unit of Kaplan that operates a group of online high schools. Stifel Nicolaus Weisel acted as exclusive financial advisor to Apollo on the transaction.

On March 9, 2011, Sterling Bancorp (“Sterling”) completed its follow-on offering. Sterling Bancorp is a bank holding company and a financial holding company organized in 1966. Sterling and its subsidiaries derive substantially all of their revenue and income from providing banking and related financial services and products to customers primarily in the metropolitan New York area. The offering raised $38.6 million including overallotment and established a new market capitalization of $296.0 million. Stifel Nicolaus Weisel acted as sole book-running manager for the offering.

On March 28, 2011, Photronics, Inc. (“Photronics”) completed its convertible notes offering. Photronics is a leading manufacturer of photomasks, which are high precision photographic quartz plates containing microscopic images of electronic circuits. Photomasks are a key element in the manufacture of semiconductors and flat panel displays, and are used as masters to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits and a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. The Company currently operates principally from nine manufacturing facilities. The offering raised $115.0 million including over-allotment. Stifel Nicolaus Weisel acted as co-manager for the offering.

Stifel Nicolaus Weisel is pleased to announce that Bharat Ramprasad has been promoted to Director.

White and Williams LLP represented a financial institution as agent in a syndicated $60 million revolving credit facility extended to a pubic company timeshare developer to finance its timeshare operations for fifty-three (53) primary and non-primary projects located in fifteen (15) states.  The deal closed on February 15, 2011.