Mergers & Acquisitions Law

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.

Represented Quinpario Acquisition Corp. (Nasdaq:QPAC) (Nasdaq:QPACU) (Nasdaq:QPACW) in its definitive agreement to acquire Jason Incorporated from Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors. The purchase price of $538.65 million will be funded by the cash proceeds from QPAC's initial public offering, new debt and rollover equity invested by the current owners and management of Jason.

Represented GlobalOptions Group, Inc. in its merger with Walker Digital, LLC, which will do business as PatentProperties, Inc. In connection with the merger, the company also completed an $11.6 million PIPE offering of common stock and warrants.

Represented Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany Corporation, in its investment in R.C. Tway Company, LLC, also known as Kentucky Trailer, a manufacturer of custom moving vans and expandable trailers and a fourth generation family-owned company headquartered in Louisville, Kentucky. The team representing the deal was led by Kenneth Silverman of the Corporate group and included Olshan attorneys from the Real Estate, Tax, Employment Practices, Employee Benefits and Intellectual Property groups.

Represented GenCorp Inc., a leading technology-based designer, developer and manufacturer of aerospace and defense products, in the successful completion of the $550 million acquisition of the Pratt & Whitney Rocketdyne business from United Technologies in part with the proceeds from a $460 million bond offering. The acquisition will nearly double the size of GenCorp and help ensure that it continues to be a leader in the next space age.

Represented CERTPOINT Systems Inc., a provider of SaaS-based learning management software (LMS) and learning content management software (LCMS), in a merger with Infor Inc., a leading global provider of business application software serving more than 70,000 customers.

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.

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.

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. The acquisition was the culmination of a process that began with a proxy contest followed by a seven-month auction process. The transaction was financed through a combination of cash and debt.

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.

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.

Represented CosmoCom, Inc., a developer of call center management software, in connection with its acquisition by Enghouse Systems Limited (TSX:ESL), a Canadian public company, and its subsidiary, Syntellect Inc., for a purchase price of approximately $20 million.

Represented Alleghany Corporation (NYSE: Y), and it subsidiary Alleghany Capital Corporation, in connection with its acquisition of a majority interest in Bourn & Koch, Inc., a privately-held manufacturer and remanufacturer/retrofitter of precision machine tools and supplier of replacement parts.

Represented Firebirds International, LLC, a North Carolina-based upscale casual dining chain which currently owns and operates 18 Firebirds Wood Fire Grill locations nationwide, in its acquisition by Angelo, Gordon & Co.’s Private Equity Group. The transaction provided for Firebirds’ founders to remain as directors and shareholders of the company and for Firebirds’ senior management team to continue in their roles.