Corporate Practice
2010 Transaction Highlights
Global legal counsel in 37 cities on three continents.
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Corporate Practice
2010 Transaction Highlights
K&L Gates has one of the legal industry’s most substantial “full-market” corporate
and transactional counseling practices providing corporate counsel to facilitate the
structuring, financing and successful completion of acquisitions, divestitures, mergers,
joint ventures/strategic alliances and recapitalizations, and public and private debt
and equity offerings. The firm’s 500-lawyer corporate team practices on an integrated
basis across all our 37 offices with a focus and dedication to the areas of corporate,
M&A, securities, private equity, and venture capital. Over the last three years, our
corporate lawyers have closed more than 800 transactions.
K&L Gates Corporate Practice 2010 Transaction Highlights
Mergers & Acquisitions
ACCO Engineered
Systems, Inc.
Leveraged ESOP purchase of ACCO
Engineered Systems, Inc.
Alpha Technologies, Inc.
Apex Learning, Inc.
Acquisition of Outback
Power Systems, Inc.
Acquisition of Educational Advancement
Academy, Ltd.
Blackford Capital LLC
Acquisition of Staging Concepts, Inc.
Carousel Capital Partners
Sale of Express Oil Change
Coast Crane Company
Section 363 sale of assets to
Essex Rental Corp.
Dell, Inc.
Acquisition of Ocarina Networks, Inc.
Ericsson Inc.
Acquisition of InCode
Telecom Group, Inc.
Auctiva Corporation
Sale to Alibaba.com
Brady plc
Calgon Carbon Corporation
Acquisition of Viz Risk Management
Services AS
Buyout of Calgon Mitsubishi Chemical
Corporation joint venture
Carrier Corporation
Carrier Corporation
Sale of assets of Heat Transfer
Products Group
Sale of outstanding stock of United
Electric Company
COMSYS IT Partners, Inc.
Acquisition by Manpower Inc.
ConnectEDU, Inc.
Acquisition of Academic
Management Sytems, Inc.
Dober Chemical Corp.
DSB
Sale of Dober Chemical Corp.’s
Commercial Laundry Division
Acquisition of a 50% interest in VIAS
GmbH joint venture
Ericsson Inc.
Fi Holdings, Inc.
Acquisition of Optimi Corporation
Acquisition of A-TEK, Inc.
BancTec, Inc.
Acquisition of Enterprise Content
Management Business from
Beta Systems Software AG
Calisolar Inc.
Acquisition of 6N Silicon Inc.
China Natural
Resources, Inc.
Acquisition of Wealthy Year Limited
Crucible Materials
Corporation
Sale of assets related to Crucible
DuPont de Nemours & Co.
Acquisition of MECS, Inc.
Global Med
Technologies, Inc.
Acquisition by Haemonetics Corp.
Affinia Group Inc.
Sale of Commercial Distribution Europe
business unit (d/b/a Quinton Hazell)
Beninform Holdings, Inc.
Sale of Benefit Informatics, Inc.
subsidiary
The Capital Markets
Company NV
Acquisition by Fidelity National
Information Services, Inc.
Chromatin, Inc.
Acquisition of assets of Sorghum
Partners Inc.
Degania Silicone Ltd.
Acquisition of Arthesys SA
Encompass Home Health
Acquisition of Essential Home Health
Care Agency, Inc.
Guardian Healthcare
Group, Inc.
Acquisition of Care Connection of
Cincinnati LLC
K&L Gates Corporate Practice 2010 Transaction Highlights
Guardian Healthcare
Group, Inc.
Acquisition of Gem City
Home Care, LLC
Lance, Inc.
Merger of equals between Lance, Inc.
and Snyder’s of Hanover, Inc.
Merrill Gardens LLC
Joint venture with HealthCare REIT
Odyssey HealthCare, Inc.
Halliburton Energy
Services, Inc.
Acquisition of Evans Engineering, Inc.
Latens Systems Limited
Sale to PACE plc
Microsoft Corporation
Sale of membership interests in
CareerBuilder, LLC
Otis Elevator Company
Acquisition by Gentiva Health
Services, Inc.
Acquisition of Elevator Services, Inc.
Prime Alliance Solutions, Inc.
Primo Water Corporation
Acquisition of Dexma, Inc.
Acquisition of the Culligan refill business
Harlequin Enterprises Ltd.
Acquisition of remaining 50% interest in
Cora Verlag GmbH & Co KG
joint venture
Liberty Tire Services
Acquisition of four companies forming
the Western Rubber Group
Nanak’s Landscaping
Grounds Maintenance, Inc.
Sale of assets to ValleyCrest Companies
Koninklijke Philips
Electronics N.V.
Acquisition of Discus Dental
Ranger Offshore, Inc. and
SunTx Capital Partners
Hexagon AB
Acquisition of Intergraph
Holding Company
Liberty Tire Services
Acquisition of Perth Recycling, Inc.
NEP, Inc.
Acquisitions of SVP I, Inc. and
American Hi-Definition, Inc.
Kona Brewing Company
Sale to Craft Brewers Alliance, Inc.
Mandalay Baseball
Properties, LLC
Acquisition of Oklahoma City
RedHawks franchise
Novozymes North
America, Inc.
Acquisition of EMD/Merck Crop
BioScience
Bitnik (d/b/a Picnik)
Pike Electric Corporation
Sale to Google Inc.
Acquisition of Klondyke Construction LLC
Ridge Capital Partners, LLC
Rearden Commerce, Inc.
Acquisition of offshore commercial
diving assets of Tiburon Divers, Inc.
Acquisition of Ketera Technologies, Inc.
Leveraged buyout of WeCare
Transportation and WeCare Organics
with additional equity and subordinated
debt financing provided by Merit
Capital Partners
Shurtape Technologies, LLC
Solo Cup Company
The Springs Company
Sterling Capital Partners, L.P.
STMicroelectronics, Inc.
Acquisition of Inspired
Technologies, Inc.
Acquisition of InnoWare Plastic Holding
Company, Inc.
Sale of Lancaster & Chester Railway
Company subsidiary
Acquisition of Pacific Interpreters
Incorporated
Acquisition of the semiconductor assets
of Arkados Group, Inc.
Tek-Tools, Inc.
Terminal Freezers, Inc.
Touchdown WTS
Sale to Solar Winds, Inc.
Sale to Bay Grove Capital, LLC
Sale of partnership assets
Travelport (Bermuda) Ltd.
Unify Corporation
Acquisition of Sprice Pte. Ltd. and its
subsidiary Coelis SAS
Merger with Strategic Office Solutions,
Inc.
K&L Gates Corporate Practice 2010 Transaction Highlights
Värde Partners Inc.
Purchase of loan and real estate assets
from subsidiaries of Invervest
Bancshares Corporation
Värde Partners Inc.
Vigor Industrial LLC
Purchase of common stock of Intervest
Bancshares Corporation
Acquisition of Todd Shipyards
Corporation
Public Offerings, PIPEs, and
Other Institutional Financings
Convertible debt PIPE
Annaly Capital
Management, Inc.
Follow-on public offering
4.00% convertible senior notes
Aurcana Corporation
Brady plc
Rule 144A private placement
Secondary placement on AIM
Bright Smart Securities &
Commodities Group Limited
Chimera Investment
Corporation
C.K. Cooper & Company
Rule 144A private placements
Exact Sciences Corporation
Follow-on public offering
Primo Water Corporation
Initial public offering
As placement agent in registered direct
offering of American Oil & Gas, Inc.
Far East Global
Group Limited
Initial public offering
Residential Credit
Solutions, Inc.
FDIC structured loan sale
Sale of Big Sky Carvers home
décor division
AdCare Health Systems, Inc.
Annaly Capital
Management, Inc.
Amherst Securities Group
Multiple Fannie Mae mortgage-backed
securities offerings
The Yellowstone
Company LLC
Initial public offering
CreXus Investment
Corporation
Universal shelf registration statement
of common stock, preferred stock,
secured and unsecured debt, units and
stockholder rights
Arbuthnot Securities Limited
In its capacity as broker in the
Northbridge Industrial Services plc
acquisition of Tasman Oil Tools Pty Ltd.
Brightstar Corp.
High-yield bond offering
DARA BioSciences, Inc.
Registered direct offering of common
stock and warrants
HaloSource, Inc.
Kandi Technologies Corp.
Placing and admission to the London
Stock Exchange’s AIM market
Registered direct offering of common
stock and warrants
SulphCo, Inc.
Registered direct offering
ZBB Energy, Inc.
Redeemable preferred stock, common
stock and warrants offering
YOU On Demand
Acquisition of Sinotop Group Limited
Amherst Securities Group
Multiple Freddie Mac mortgage-backed
securities offerings
Arch Coal, Inc.
7.25% senior notes
Chimera Investment
Corporation
Follow-on public offerings
Duquesne Light
Holdings, Inc.
Senior notes Rule 144A offering
MFA Financial, Inc.
Rule 144A asset-backed offering
ZBB Energy, Inc.
Registered offering of common stock
K&L Gates Corporate Practice 2010 Transaction Highlights
Private Equity, Venture Capital,
and Other Non-Public Financings
BIA Digital Partners
SBIC II, LP
Debt and equity financing of
Contract Datascan, Inc.
Essex Woodlands
Health Ventures
BIA Digital Partners
SBIC II, LP
Investment in Cash Cycle Solutions, Inc.
Halliburton Energy
Services, Inc.
Aegis Media Pacific Ltd.
BIA Digital Partners
Investment in Charm
Communications Inc.
Investment in Infrastrategy, L.L.C.
(d/b/a Total Attorneys)
Calisolar Inc.
CapitalSouth Partners
Commercial Credit
Group Inc.
Series C-1 preferred stock financings
Investment in Venture Aircraft, LLC
HomePipe Networks, Inc.
Integro Earth Fuels, LLC
Convertible note financing
Convertible note financing
Investment in Endologix, Inc.
Investment in Shamrock Abandonment
Services, LLC
Macquarie Group Limited
MediQuest Therapeutics, Inc.
Investment in Orchid Asia
Series C preferred stock financing
Plexus Capital
Quorus
Investment in Recovery Holdings, LLC
Series A-1 preferred stock financing
Series A preferred stock financing of
Yobrand, Ltd.
Joint venture private equity investment
fund, together with the The Carlyle
Group, to invest in global commercial
aviation assets
Schedulicity, Inc.
Sittercity, Inc.
Solar Power Partners, Inc.
Syndax Pharmaceuticals, Inc.
Series A preferred stock financing
Convertible note financing
Investment by Sojitz Corp.
Series A preferred stock financing
Nine Thirty Capital
Management, LLC
Series B preferred stock investment
in Decision Sciences International Corp.
Richmond China E-commerce
L.P. and Uhuru Capital, LLC
Northland Transportation
Company
Recapitalization and financing
RPK Capital
Management, LLC
Recapitalization led by Falfurrias
Capital Partners
Knopp Neurosciences, Inc.
License and equity investment by
Biogen Idec
Plexus Capital
Investment in National Deli, LLC
SafeBoats International, LLC
Investment transaction led by
Asymmetry LLC
TetraVitae Bioscience, Inc.
Private offering of preferred
shares and warrants
Uhuru Capital, LLC
Triangle Capital Corporation
Triangle Capital Corporation
Investment in Inland Pipe Rehabilitation
Investment in CRS Reprocessing
Triangle Capital Corporation
Uhuru Capital, LLC
Investment in House of Nuts and
Amport
Series A preferred stock financing of
EcoSense Lighting, Inc.
Veroxity Technology Partners
Sale to Light Tower Holdings, LLC
For more information on the Corporate Practice 2010 Transaction
Highlights, please contact:
Christopher M. Carletti
+1.206.370.8314
chris.carletti@klgates.com
D. Mark McMillan
+1.312.807.4383
mark.mcmillan@klgates.com
Martin Lane
+44.20.7360.8117
martin.lane@klgates.com
Robert P. Zinn
+1.212.536.4887
+1.412.355.8687
robert.zinn@klgates.com
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