Stephen Older Partner

Experience

Securities Transactions

• Representation of Brookline Capital Markets, as exclusive placement agent, in connection with a $1.85 million private placement of common stock and warrants by Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health.
• Representation of Titan Partners Group, a division of American Capital Partners, as sole placement agent in connection with a $50 million registered direct offering and concurrent private placement of common stock by Quantum Computing Inc. (Nasdaq: QUBT), an innovative, integrated photonics and quantum optics technology company.
• Representation of Titan Partners Group, a division of American Capital Partners, as sole placement agent in connection with a $40.0 million registered direct offering of common stock by Quantum Computing Inc. (Nasdaq: QUBT), an innovative, integrated photonics and quantum optics technology company.
• Representation of Titan Partners Group, a division of American Capital Partners, as sole bookrunner in connection with an $8.2 million public offering of common stock by Modular Medical, Inc. (Nasdaq: MODD), an insulin delivery technology company.
• Representation of Brookline Capital Markets, as sole placement agent, in connection with a $1.275 million private placement of common stock and warrants by Protagenic Therapeutics, Inc. (Nasdaq:PTIX), a leader in biopharmaceutical innovation.
• Representation of the investors in connection with a $6.5 million PIPE transaction of notes and common stock and an exchange offer of existing warrants and debt for common stock by Eterna Therapeutics Inc. (Nasdaq: ERNA), a biopharmaceutical company using advanced cell engineering technology to develop transformational new medicines.
• Representation of Biofrontera Inc. (Nasdaq: BFRI), an international biopharmaceutical company, in connection with a private placement of a $4.2 million senior secured convertible note.
• Representation of SinglePoint Inc. (OTC Pink: SING), a diversified holding company principally engaged through its subsidiaries in providing renewable energy solutions and energy-efficient applications, in connection with Regulation A offering of up to $75 million.
• Representation of Direct Digital Holdings (Nasdaq: DRCT), an end-to-end full-service digital advertising platform, in connection with its $20 equity line of credit financing provided by New Circle Principal Investments LLC, an affiliate of New Circle Capital LLC.
• Representation of certain existing noteholders in connection with a $50 million offering of senior secured notes by Vantage Drilling International Ltd. due February 2028.
• Representation of Newbridge Securities Corporation, as exclusive placement agent, in connection with a $12.4 million private placement of common stock, pre-funded warrants and warrants by IN8bio, Inc. (Nasdaq: INAB), a leading clinical-stage biopharmaceutical company focused on innovative gamma-delta T cell therapies.
• Representation of Titan Partners Group, a division of American Capital Partners, as sole bookrunner, in connection with a $15.0 million public offering of common stock and pre-funded warrants by enVVeno Medical Corporation (Nasdaq: NVNO), a late clinical-stage medical device company focused on the advancement of innovative bioprosthetic (tissue-based) solutions to improve the standard of care for the treatment of venous disease.
• Representation of Titan Partners Group, a division of American Capital Partners, as sole bookrunner, in connection with the $22.4 million initial public offering of common stock by Actuate Therapeutics, Inc. (Nasdaq: ACTU), a clinical stage biopharmaceutical company focused on developing therapies for the treatment of high impact, difficult to treat cancers.
• Representation of Newbridge Securities Corporation, as exclusive placement agent, in connection with a $3.4 million registered direct offering of ordinary shares and pre-funded warrants by Inspira Technologies Oxy B.H.N. Ltd. (Nasdaq:IINN), an innovative medical technology company in the life support arena.
• Representation of Titan Partners Group, a division of American Capital Partners, as sole bookrunner, in connection with an $11.0 million public offering of common stock and pre-funded warrants by Gain Therapeutics (Nasdaq: GANX), a clinical-stage biotech company leading the discovery and development of next generation allosteric therapies.
• Representation of Newbridge Securities Corp., as sole placement agent, in connection with an approximately $11.1 million private placement of common stock by RenovoRx, Inc. (Nasdaq: RNXT), a clinical-stage biopharmaceutical company developing novel precision oncology therapies based on a local drug-delivery platform.
• Representation of Brookline Capital Markets, as exclusive placement agent, in connection with a $3.0 million private placement of common stock by Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health.
• Representation of Biofrontera Inc. (Nasdaq: BFRI) in its private placement with several healthcare-focused institutional investors priced at market per Nasdaq rules consisting of a) an initial tranche of aggregate $8.0 million in gross proceeds for shares of the company’s Series B-1 Convertible Preferred Stock and warrants to purchase shares of the Company’s Series B-3 Convertible Preferred Stock and (b) a subsequent tranche of aggregate $8.0 million in gross proceeds from the exercise of the warrants upon the achievement of certain operational and commercial milestones.
• Representation of SinglePoint Inc. (Cboe: SING), a diversified holding company principally engaged through its subsidiaries in providing renewable energy solutions and energy-efficient applications, in its $4 million initial public offering of common stock. Singlepoint is the first issuer to list its equity on the Chicago Board of Exchange.
• Representation of Newbridge Securities Corporation, as sole book-running manager and as placement agent, in connection with a $9.4 million public offering and concurrent private placement of common stock and warrants by Gain Therapeutics, Inc. (Nasdaq: GANX), a clinical-stage biotech company leading the discovery and development of next generation allosteric therapies.
• Representation of Biofrontera Inc (Nasdaq: BFRI), an international biopharmaceutical company, in connection with a $4.5 million registered direct follow-on offering of units consisting of common stock and warrants.
• Representation of Alliance Global Partners, as exclusive placement agent, in connection with a $3 million follow-on equity offering by Versus Systems Inc. (Nasdaq: VS), an engagement and rewards company that makes live events, games, shows, and apps more fun to watch and play.
• Representation of ThinkEquity, as underwriter, in connection with an approximate $8.5 million follow-on public offering of common stock and pre-funded warrants by TransCode Therapeutics, Inc. (Nasdaq: RNAZ), an emerging RNA oncology company created on the belief that cancer can be defeated through the intelligent design and effective delivery of RNA therapeutics.
• Representation of Biofrontera Inc. (Nasdaq: BFRI), the U.S.-based subsidiary of Biofrontera AG (Nasdaq: BFRA), an international biopharmaceutical company, in its $18 million initial public offering of common stocks and warrants.
• Representation of Biofrontera Inc. (Nasdaq: BFRI) in connection with a $15 million private investment in public equity (PIPE) offering.
• Representation of Biofrontera AG (Nasdaq: BFRA) as issuer’s counsel in its U.S. initial public offering of American Depositary Shares and subsequent trading on Nasdaq.
• Representation of Biofrontera AG (Nasdaq: BFRA) in its $8.9 million public offering of American Depositary Shares.
• Representation of Cantor Fitzgerald & Co., as sole book-running manager, in connection with a $6 million follow-on equity offering by Cognition Therapeutics, Inc. (Nasdaq: CGTX), a biotechnology company developing small molecule therapies for Alzheimer’s and other CNS diseases.
• Representation of Oppenheimer & Co. Inc. as financial advisor and placement agent to GRAF Industrial Corp. (NYSE: GRAF), a special purpose acquisition company, in its $1.8 billion merger with Velodyne Lidar, Inc., a global leader in lidar technology, and its $150 million PIPE transaction in connection with the merger.
• Representation of Direct Digital Holdings Inc. (Nasdaq: DRCT), an end-to-end full-service digital advertising platform, in its $15.4 million initial public offering of Class A common stock.
• Representation of JS Capital Management, Jonathan Soros’ investment fund, as the anchor investor of One Madison Corp. (NYSE: OMADU), a special purpose acquisition company (SPAC), in connection with its $300 million initial public offering.
• Representation of Stifel, Nicolaus & Company, as representative of several underwriters, in a $63 million initial public offering of common stock by Karat Packaging Inc. (Nasdaq: KRT), a rapidly-growing specialty distributor and select manufacturer of environmentally-friendly disposable foodservice products and related items.
• Representation of National Securities Corp., acting as exclusive placement agent, in connection with a private sale of convertible promissory notes and warrants by Ordergroove, Inc., the operator of an e-commerce platform for retailers.
• Representation of B. Riley Securities and Oppenheimer & Co. Inc. as underwriters in connection with the $45 million initial public offering by Cognition Therapeutics, Inc. (Nasdaq: CGTX), a biotechnology company developing small molecule therapies for Alzheimer’s and other CNS diseases.
• Representation of B. Riley Securities Inc. as lead underwriter in connection with a $35.2 million initial public offering by Journey Medical Corp. (Nasdaq: DERM), a commercial-stage pharmaceutical company focused on the development and commercialization of pharmaceutical products for the treatment of dermatological conditions.
• Representation of B. Riley Securities as exclusive placement agent in connection with a private offering and sale of convertible preferred stock by Journey Medical Corp.
• Representation of B. Riley Securities, Inc. (formerly National Securities Corporation) as underwriter in a $13.5 million follow-on public offering of common shares by Manhattan Bridge Capital, Inc., a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage loans.
• Representation of ExlService Holdings, Inc. (Nasdaq: EXLS), a leading operations management and analytics company, in a strategic private placement (PIPE) transaction in which EXL issued $150 million aggregate principal amount of 3.50% convertible senior notes to The Orogen Group, a private company created by former Citigroup CEO Vikram Pandit and Atairos.
• Representation of ThinkEquity, as representative of the several underwriters, in the $11.5 million initial public offering by LMP Automotive Holdings Inc. (Nasdsq: LMPX), an e-commerce and facilities-based platform where users can buy, sell and rent new and used automobiles.
• Representation of ThinkEquity in connection with a $20 million private placement (PIPE) of Series A convertible preferred stock by LMP Automotive Holdings Inc. (Nasdaq: LMPX).
• Representation of ThinkEquity, as sole book-running manager, in the $19.2 million follow-on equity offering by LMP Automotive Holdings Inc. (Nasdsq: LMPX).
• Representation of ThinkEquity, as representative of the several underwriters, in the $28.75 million initial public offering by TransCode Therapeutics, Inc. (Nasdaq: RNAZ), an emerging RNA oncology company created on the belief that cancer can be defeated through the intelligent design and effective delivery of RNA therapeutics.
• Representation of The Benchmark Company, a provider of financial advisory services, as underwriter in connection with the initial public offering of ordinary shares by FGI Industries Ltd., a leading global supplier of kitchen and bath products.
• Representation of Alliance Global Partners, a regional investment and advisory firm, as sole book-running manager, in connection with a $10 million public offering of common stock by Enveric Biosciences (Nasdaq: ENVB), an innovative biotechnology company developing next-generation mental health and oncology treatments and clinical discovery platform.
• Representation of Alliance Global Partners, as sole placement agent, in connection with a $10.3 million registered direct offering of common stock and common stock warrants by Almaden Minerals Ltd. (NYSE: AAU; TSX: AMM),  an exploration stage company, engaged in the acquisition, exploration, and development of mineral properties in Canada and Mexico.
• Representation of Alliance Global Partners, as sole placement agent, in connection with a $21.4 million registered direct offering of common stock by Tanzanian Gold Corp. (TSX: TNX, NYSE: TRX), a company engaged in the exploration and development of mineral property interests in the United Republic of Tanzania.
• Representation of Alliance Global Partners, a regional investment and advisory firm, as exclusive placement agent, in connection with a $7 million registered direct offering of common stock by Tanzanian Gold Corp. (TSX: TNX, NYSE: TRX).
• Representation of Alliance Global Partners (AGP) in connection with the launch of an at-the-market program in which AGP serves as placement agent to ProPhase Labs, Inc. (Nasdaq: PRPH), a manufacturing and marketing company with experience with OTC consumer healthcare products and dietary supplements.
• Representation of National Securities Corp., acting as exclusive placement agent, in connection with a private offering and sale of preferred stock by Cyprium Therapeutics, Inc.,  a clinical-stage biopharmaceutical company.
• Representation of National Securities Corp., acting as sole book-running manager, in connection with a public offering and sale of common stock by Super League Gaming, a company that brings live and digital e-sports entertainment experiences directly to competitive gamers.
• Representation of National Securities Corp., lead book-running manager, and Craig-Hallum Capital Group, joint book-running manager, in a $7.5 million underwritten public offering of Class B Common Stock of RumbleOn, Inc. (Nasdaq: RMBL), an innovative e-commerce platform that enables consumers and dealers to buy, sell, trade and finance pre-owned vehicles.
• Representation of National Securities Corp. and Craig-Hallum Capital Group as placement agents in connection with a $21.6 million private placement (PIPE) of Class B common stock by RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of National Securities Corporation as underwriter in connection with an underwritten public offering of Class B Common Stock by RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of National Securities Corp. as lead underwriter in connection with the $10 million follow-on equity offering of common stock and $8.75 million private placement of convertible senior notes by RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of National Securities Corp. as underwriters counsel in connection with the $20 million follow-on public offering of common stock by Checkpoint Therapeutics, Inc. (NASDAQ: CKPT), a clinical-stage immunotherapy and targeted oncology company.
• Representation of National Securities Corp. as underwriters counsel in connection with the $17 million follow-on public offering of common stock by Checkpoint Therapeutics, Inc. (NASDAQ: CKPT), a clinical-stage immunotherapy and targeted oncology company.
• Representation of National Securities Corporation as underwriters’ counsel in connection with a follow-on public offering of common stock by Senseonics Holdings, Inc. (NYSE: SENS), a medical technology company focused on commercializing glucose monitoring products.
• Representation Newbridge Securities Corporation, as lead underwriter, in connection with an equity offering by Modular Medical, Inc. (Nasdaq: MODD), a development stage medical device company.
• Representation of Newbridge Securities Corp., as lead underwriter, in connection with a follow-on offering of common stock and warrants by Movana Inc. (Nasdaq: MOVE), a purpose-driven healthcare solutions company focused on medical and consumer health devices.
• Representation of Chardan Capital Markets LLC and Newbridge Securities Corp., as joint book-running managers, in connection with an initial public offering by Coya Therapeutics, Inc. (Nasdaq: COYA), a clinical-stage biotechnology company focused on developing proprietary new therapies to enhance the function of regulatory T cells.
• Representation of Newbridge Securities Corp., as lead underwriter, in connection with a follow-on public offering of common stock by Biostage, Inc. (OTCQB: BSTG), a clinical-stage biotechnology company.
• Representation of Newbridge Securities Corp., as lead underwriter, in connection with a follow-on offering of common stock by ClearSign Technologies Corp. (Nasdaq: CLIR), a leader in industrial combustion and sensing technologies that improve operational efficiences and reduce emissions.
• Representation of Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, in its issuance of $17.5 million in senior secured convertible notes, with warrants, to an institutional investor.
• Representation of the placement agent in connection with a private offering of common stock by a clinical stage company focused on the research, development and commercialization of transformative therapies for cancer and other inflammatory conditions.
• Representation of RGC Resources, Inc. (Nasdaq: RGCO), a provider of energy and related products and services, in establishing an at-the-market offering program.
• Representation of Airborne Wireless Network (OCTQB: ABWN), a wholesale carrier network intended for use in commercial aircraft, in connection with its initial public offering.
• Representation of JMP Securities, initial purchaser and placement agent, in connection with a concurrent $30 million Rule 144A convertible debt and $9.5 million private placement (PIPE) of Class B Common Stock of RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of FBR Capital Markets in its “at-the-market” offering for Soligenix (Nasdaq: SNGX), a late-stage biopharmaceutical company focused on develop and commercializing products to treat rare diseases.
• Representation of Northland Securities, Inc. as the sole bookrunner in connection with a follow-on public offering and Nasdaq uplist by AMERI Holdings, Inc., a provider of SAP cloud and digital enterprise services.
• Representation of the underwriters and joint book-running managers Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC and Joseph Gunnar & Co., LLC in the U.S. initial public offering of American Depositary Shares and warrants of Oasmia Pharmaceutical AB (NASDAQ: OASM)
• Representation of Barclays Capital Inc. and Citigroup Global Markets, Inc., as representatives of a syndicate of underwriters, in connection with the registered public offering of $690 million of two series of convertible senior notes of American Realty Capital Properties, Inc.
• Represented JMP Securities, Inc. and Realty Capital Securities LLC, co-placement agents, in connection with a $900 million sale of convertible preferred stock and common stock of American Realty Capital Properties, Inc., a publicly traded NASDAQ-listed REIT, to private investors in PIPE (private investment in a public entity) transaction.
• Representation of JMP Securities LLC and Ladenburg Thalmann & Co. Inc., as representatives of the underwriting syndicate, in connection with an underwritten firm commitment initial public offering of shares of Class A common stock of RCS Capital Corporation, a NYSE-listed company that provides wholesale broker-dealer, investment banking and capital markets, transaction management and transfer agency services.
• Represented J.P. Morgan, Citigroup, Barclay’s, BMO Capital Markets and KeyBanc Capital-Markets as joint Book-Running Managers in connection with a $300 million convertible senior notes offering by American Realty Capital Properties, Inc.
• Represented AG Mortgage Investment Trust, Inc., a mortgage REIT in its initial public offering and concurrent private placement, raising an aggregate of $184 million, underwritten by a syndicate of underwriters led by Deutsche Bank, Stifel Nicolaus and RBC Capital Markets.
• Represented AG Mortgage Investment Trust, Inc. in a $100 million secondary offering underwritten by Deutsche Bank, a Fortune 100 financial institution and Stifel Nicolaus.
• Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $60 million At-the-Market Offering for American Realty Capital Properties, Inc.
• Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $500 million SEC-registered high grade offering for St. Jude Medical, Inc.
• Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $450 million SEC-registered high grade offering for St. Jude Medical, Inc.
• Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $1.2 billion SEC-registered high grade debt offering for St. Jude Medical, Inc.
• Represented a syndicate of underwriters led by a Fortune 100 financial institution in a $158 million shelf takedown of a Bermuda based reinsurance company. Also represented the company in its $192 million initial public offering led by Morgan Stanley, SSB, Bank of America and Dresdner Kleinwort.
• Represented Miller Tabak & Co., LLC as sales agent in $100 million at-the-market offering of common units of Cheniere Energy Partners, L.P. and as sales agent in a 10 million shares at-the-market offering of common stock of Cheniere Energy, Inc.
• Represented Ladenburg Thalmann & Co. Inc., as dealer manager, in the “reasonable best efforts” initial public offering by American Realty Capital Properties, Inc. of 5,580,000 shares of common stock for proceeds of $69,750,000. American Realty Capital Properties, Inc. is externally managed by an affiliate of American Realty Capital, a privately-held, vertically integrated real estate company with approximately $5 billion of assets under management.
• Represented Robert Baird & Co. Incorporated and Ladenburg Thalmann & Co. Inc. in a $32.5 million secondary offering of American Realty Capital Properties, Inc.
• Represented an owner of television stations in a $405 million senior secured notes offering.
• Represented Vector Group in connection with its $165 million senior secured notes offering.
• Represented a leading NYSE-listed dermatological pharmaceutical company in connection with a $500 million exchange offer and a Rule 144A $400 million contingent convertible senior notes offering.
• Represented a syndicate of underwriters, led by DLJ and a Fortune 100 financial institution, in connection with a $100 million initial public offering of the leading producer of power sources for medical devices and a $178.5 million follow-on offering led by CSFB and Morgan Stanley.
• Represented one of the largest supermarket companies in the United States in connection with its Rule 144A, Regulation S $2.6 billion investment grade debt offering, underwritten by Salomon Smith Barney, Deutsche Bank Alex Brown and JP Morgan, and associated exchange offer.
• Represented a syndicate of underwriters, led by Morgan Stanley, in connection with a $2.5 billion initial public offering of ADRs of Korea Telecom Corp. in which the Korean government was a selling shareholder.

Mergers and Acquisitions Transactions

• Representation of Expion Health, a leading provider of innovative healthcare solutions dedicated to improving patient outcomes and enhancing the efficiency of healthcare delivery, as corporate counsel, in its acquisition of HealthSmartRX Solutions, a premier supplier of pharmacy benefit management plans and services.
• Representation of Thrive Networks, a leading application enablement and managed services providers owned by private equity fund M/C Partners, in the acquisition of Timlin Enterprises, Inc., an information technology services provider focused on the Microsoft 365 platform; EaseTech, a leading managed services provider in Maryland; Tier1Net, a financial services sector focused managed services provider; S7 Technology Group, an information technology services provider to the financial services industry; DSM Technology Consultants, a Florida-based provider of managed IT services; InCare Technologies, a nationally recognized information technology managed services provider; of Preemo, a responsive, award-winning technology services firm; APEX IT Group, a leader in IT technology managed solutions for companies in the Greater Philadelphia region; SouthTech, a premier provider of managed technology solutions; and, Howard Tech, a leading IT managed services firm.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of Howard Tech, a leading provider of managed IT services, technical support, help desk and cloud services and security.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of S7 Technology Group, an information technology services provider to the financial services industry.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of Timlin Enterprises, Inc., an information technology services provider focused on the Microsoft 365 platform.
• Representation of Thrive, a cybersecurity and digital transformation managed services provider, in its add-on acquisition of Custard Technical Services, a skilled technical team of experts specially trained to accomplish IT goals for organizations of various scopes and sectors.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of DSM Technology Consultants, a Florida-based provider of managed IT services.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of EaseTech, a leading managed services provide in Maryland.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition InCare Technologies, a nationally recognized information technology managed services provider.
• Representation of Thrive, a cybersecurity and digital transformation managed services provider, in its add-on acquisition of IT Freedom, a technology managed services provider based in Austin, Texas.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of APEX IT Group, a leader in IT technology managed solutions for companies in the Greater Philadelphia region.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of SouthTech, a premier provider of managed technology solutions.
• Representation of Thrive, a leading provider of NextGen managed services and a portfolio company of Court Square Capital Partners, in its add-on acquisition of Tier1Net, a financial services sector focused managed services provider.
• Representation of Learning Services Corp., a national leader in brain injury rehabilitation, in its sale to ReMed Recovery Care Centers, a national provider of rehabilitation and supported living services and backed by Baird Capital.
• Representation of the Special Committee of GWG Holdings, Inc. (Nasdaq: GWGH), a leading innovator in the life insurance industry, in its sale of common stock in the company to The Beneficent Company, a financial services company that provides a suite of innovative lending and liquidity products.
• Representation of Biofrontera AG (Nasdaq: BFRA), a biopharmaceutical company specialized in dermatology, in its acquisition of Cutanea Life Sciences, Inc., a development stage pharmaceutical company specializing in skin treatment products, from Maruho Co., Ltd., a Japan-based pharmaceutical company.
• Representation of American Elevator & Machine Corporation, an independent provider of elevator maintenance, modernization and installation upgrade services, in its sale to Arcline Investment Management, LP, a private equity firm.
• Representation of Robert W. Baird &  Co. as financial advisor to Gardner Denver Holdings (NYSE: GDI), a leading global provider of mission-critical flow control and compression equipment and parts, in its approx. $15 billion Reverse Morris Trust Merger with Ingersoll Rand Industrial, the industrial segment of Ingersoll Rand Plc (NYSE: IR), a diversified industrial manufacturer.
• Representation of ExlService Holdings, Inc. (Nasdaq: EXLS), an operations management and analytics company, in its purchase of substantially all of the assets of Health Integrated, Inc., a Tampa-based healthcare analytics firm; acquisition of RPM Direct, LLC for $74 million in cash and restricted stock; and, its investment in Corridor Platforms, a proprietary risk management platform.
• Representation of the Special Committee of the Board of Constellation Healthcare Technologies, a publicly traded revenue cycle management company, in a “going private” transaction valued at more than $309 million sold to CC Capital.
• Representation of C.R. Bard, Inc., a NYSE listed company, in connection with its purchase of assets from Cousin Biotech, a French biotechnology company, and its purchase of assets from ALRC Técnicas e Materiais Cirúrgicos, Lda., a Portuguese medical device company.
• Represented the audit committee of the board of directors of the general partner of a master limited partnership in connection with the partnership’s $40 million acquisition of certain assets owned by an affiliate of the general partner.
• Represented a special committee in an $800 million acquisition by the CEO of a Nasdaq listed credit card processor.
• Represented a publicly traded Sprint PCS affiliate in a stock-for-stock merger with another Sprint PCS affiliate for $275 million.
• Represented a Korean electronics company in connection with the sale of its power device division for $455 million.
• Represented one of the largest supermarket companies in the United States in connection with its purchase of a grocery store chain in a $3.6 billion public merger for cash and stock.
• Representation of Professional Diversity Network, a publicly-traded Internet software and services company, in its acquisition of the National Association of Professional Women Inc., one of the largest networking organizations of professional women in the country, and its acquisition of Noble Voice, a technology-based call center.

Private Equity Transactions

• Representation of IPGL, Ltd., the family office of Michael Spencer, in a number of investments, including a co-investment in a $10 million series 4 preferred stock of Global Bamboo Technologies, a maker of bamboo furniture.
• Representation of Essen Health Care, a multi-specialty, patient-focused healthcare delivery platform, in obtaining a minority preferred equity investment from Ascend Partners, a healthcare-focused private equity fund.
• Representation of CRW Capital, a private equity sponsor, in connection with a $34 million investment round for Schwazze, a Denver-based marijuana conglomerate formerly operating as Medicine Man Technologies.
• Representation of Hayfin Capital Management, one of Europe’s leading alternative investment firms, in its $60 million investment in Avadim Health, Inc., a rapidly growing life sciences company.
• Representation of Quigley Eye Specialists, a leading multispecialty ophthalmology practice in Florida, in connection with its recapitalization by New Harbor Capital, a private equity firm.
• Representation of JS Capital Management, a private investment firm founded by Jonathan Soros, as a participating investor, in a $1.8 billion Series B funding round for Commonwealth Fusion Systems, a leader in commercial fusion energy.
• Representation of JS Capital Management, a private investment firm founded by Jonathan Soros, in its participation in a $55 million Series C financing round for 10x Genomics, a company focused on improving and broadening the application of genomic information.
• Representation of JS Capital Management, a private investment firm founded by Jonathan Soros, in its acquisition of a minority stake in Closed Loop Partners, the leading circular economy investment firm and innovation center.
• Representation of JS Capital Management, a private investment firm founded by Jonathan Soros, as a co-investor in connection with a $56 million Series B financing round for MyGate, a Bangalore-based security solutions provider for gated premises.
• Representation of ACRES Capital, an investment advisory services firm, in connection with a loan and equity investment from Oaktree Capital Management (NYSE: OAK), a leading global alternative investment management firm.
• Representation of GCM Grosvenor (Nasdaq: GCMG), one of the world’s largest independent alternative asset management firms, in its $130 million preferred equity investment in ATI Physical Therapy, the largest single-branded outpatient physical therapy provider in the United States, in connection with ATI Physical Therapy’s $2.5 billion merger with Fortress Value Acquisition Corp. II (NYSE: FAII), a special purpose acquisition company.
• Representation of a premier healthcare organization in obtaining a $25 million minority preferred equity investment from a healthcare-focused private equity fund.
• Representation of AG Mortgage Investment Trust, a publicly traded mortgage real estate investment trust (REIT) and subsidiary of Angelo, Gordon & Co., in the formation and initial funding of Arc Home LLC, a $30 million mortgage banking platform.
• Representation of Garrison Loan Agency Services LLC and its affiliated funds in connection with its $14.7 million limited recourse loan to an equity sponsor.
• Representation of Security Benefit Corporation in connection with its debt and preferred equity refinancing of Aurify Brands LLC.
• Represented AUA Equity in connection with its purchase of Associated Foods.
• Represented Morgan Stanley Principal Investments in connection with its equity commitment in connection with the $45 billion leveraged buyout of TXU Corp.
• Represented Morgan Stanley Principal investments with respect to its equity commitment in connection with the acquisition by Mitel Networks Corporation of Inter-Tel Inc.
• Represented the Investors Cyrus and Black Canyon in the $90 million investment in a domestic airline sponsored by Virgin America.
• Represented Transit Wireless, LLC, a joint venture formed to design, market, install, own, operate and maintain a neutral, shared wireless infrastructure to provide commercial wireless cellular and internet services to the MTA’s New York City Transit Authority subway riders within the 277 underground subway station in New York City, in connection with an investment by Broadcast Australia.
• Represented a private equity investment firm in connection with its $126 million investment in a telecommunications services company.
• Represented a provider of colocation services in connection with Series A and B preferred stock investments aggregating more than $200 million.
• Represented a French telecommunications company in connection with a $250 million equity investment by DLJ Merchant Banking.