Corporate/Securities Law

Represented CERTPOINT Systems Inc. in a merger with Infor Inc. MORE>>

Represented GenCorp. Inc. (NYSE:GY), a leading technology-based designer, developer and manufacturer of aerospace and defense products, in a $460 million financing consisting of 7.125% Second Priority Senior Secured Notes. The proceeds of the financing will be primarily used for the acquisition of United Technologies Corporation’s Pratt & Whitney Rocketdyne business, the largest liquid rocket propulsion designer, developer, and manufacturer in the United States.

Olshan represented long time client and New York-based developer, David Edelstein of Tristar Capital, in his purchase of the Raleigh Hotel, located in Miami Beach with partner, hotelier Sam Nazarian of SLS Hotels. MORE>>

We represented Ramius V&O Acquisition LLC, a wholly-owned subsidiary of Ramius Value and Opportunity Advisors LLC, in connection with its acquisition, together with Royal Pharma, of Cypress Bioscience, Inc. (NASDAQ:CYPB), a pharmaceutical company engaged in the development of innovative drugs to treat central nervous system (CNS) disorders.

We represented GenCorp Inc. (NYSE:GY), a leading manufacturer of aerospace and defense products, in connection with its amended and restated $200 million credit facility. MORE>>

We represented Landry’s, Inc. in its acquisition in December 2011 through a two-step merger (tender offer with back-end merger) with McCormick & Schmick’s Seafood Restaurants, Inc. (NASDAQ:MSSR) for a total equity value of approximately $131.6 million. MORE>>

We represented UrsaMine Credit Advisors LLC in a spin-off by J.P. Morgan Asset Management to UrsaMine of $1.7 billion of loan assets previously managed by Bear Stearns Asset Management (BSAM), including four CLO funds and a commingled unlevered fund.

We represented Randa Accessories Leather Goods LLC, a privately held men's accessories company, in the $57.3 million acquisition of Swank, Inc. (PINK:SNKI), a leading designer and marketer of men's and women's belts and men's leather accessories, jewelry and suspenders. In connection with the acquisition, we represented Randa in obtaining financing from JPMorgan Chase.

We represented Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider of IT services and solutions, in connection with its acquisition by an affiliate of Citi Venture Capital International, a global private equity investment fund, in a transaction valued at approximately $307 million. Ness’s stockholders received $7.75 per share in cash for each share of common stock they held, representing a premium of 17.6% over the closing price of the company’s shares on the last trading day prior to the announcement of the merger agreement, or 22.2% over the average closing price of the company’s shares over the 30 trading days prior to the announcement. The merger provided for Ness’s senior management team to continue in their roles.

We represented Lone Star Steakhouse & Saloon, Inc., a Nasdaq-listed operator of casual and upscale restaurants, in the negotiation of a complex merger with a large private equity firm. In the face of opposition by a significant activist stockholder, we assisted our client in waging a campaign that ultimately secured stockholder approval of the transaction.

We represented United Capital Corp.(NYSE Amex: AFP) in connection with its tender offer to purchase approximately 31% of its outstanding shares at a purchase price that included an approximately 20% premium per share (or an aggregate purchase price of approximately $101 million). In connection with the tender offer, United Capital Corp. also delisted from the NYSE Amex and deregistered from the reporting obligations of the Securities Exchange Act of 1934, as amended.

We represented Pharmacyclics, Inc. (NASDAQ: PCYC), a clinical-stage biopharmaceutical company, in connection with a $57.4 million registered direct offering of its common stock. Pharmacyclics entered into stock purchase agreements with various institutional investors and its CEO for the sale of approximately 6.5 million shares of its common stock at $8.85 per share. Pharmacyclics intended to use the proceeds of the transaction for general corporate purposes, including clinical trials, preclinical research expenses, general and administrative expenses and for working capital. The securities were offered by Pharmacyclics pursuant to an effective shelf registration statement and a registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act.

We represented CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, in connection with its initial public offering and related listing on NYSE Amex. CorMedix sold 1,925,000 units at $6.50 per unit (before underwriting discounts and commissions). Each unit consisted of two shares of CorMedix common stock and a warrant to purchase one share of common stock at a price of $3.4375.

We represented Golden Nugget, Inc., a prominent owner and operator of hotels and casinos in Las Vegas, in connection with a tender offer and consent solicitation for its outstanding senior secured notes. In connection with the tender offer, the indenture related to the notes was amended and the underlying collateral was released.

Working with our Bankruptcy & Financial Restructuring Group, we represented Trans-Lux Corporation, a leading supplier of LED technology for high resolution video displays and lighting applications, in successfully completing an extensive financial restructuring and re-capitalization of the company without declaring bankruptcy.