Ryan's practice has a transactional focus on mergers and acquisitions of public and private companies in a broad range of transaction structures, including going private, leveraged buyout, recapitalization and other private equity transactions. Ryan's transactional practice also includes venture capital and growth equity financing, minority recapitalizations, representation of special committees, takeover preparation and defense, and registered public equity and debt offerings. Ryan's transactional experience covers a broad range of industries, including healthcare and biotech companies, pharmaceutical and specialty pharmacy companies and technology, media and retail companies, among others.
In addition to Ryan's transactional experience, he is an accomplished writer on M&A related matters and actively participates in ACG (as a Board Member) and the ABA Mergers & Acquisitions Committee, including as Vice-Chair of the Membership Committee, participation on the Acquisitions of Public Companies Task Force and active editing of the model stock-for-stock merger agreement.
Ryan also advises both public and private healthcare and other companies in general corporate maintenance and governance matters, including board advisement, fiduciary duties, corporate governance "best practices," managing "activist shareholders," strategic analysis, securities law compliance and public company disclosure.
Representative Merger and Acquisition Transactions and Experience:
- Represented an NYSE-listed hospital company in its $33 billion going private recapitalization transaction with a private equity consortium (largest domestic LBO in history at time of announcement)
- Represented an NYSE-listed managed care company in its $3.8 billion merger agreement with a NYSE-listed global health service and insurance company (pending)
- Represented an NYSE-listed hospital company in its $2.5 billion self-tender offer
- Represented global provider of engineering, geospatial and security software in its $2.125 billion sale to a publicly traded Swedish global measurement technology company
- Represented an international steel conglomerate in its $2 billion bid for a U.S. coal mining company
- Represented an NYSE-listed footwear and headwear retail company in its $1.5 billion merger agreement with an athletic footwear company (deal terminated in 2008)
- Represented a NASDAQ-listed global provider of spatial information management software in its $1.3 billion going private transaction with a private equity consortium
- Represented an NYSE-listed manufacturer of advanced electronic interconnect products in its $1.3 billion acquisition by an electronics contract manufacturer
- Represented a privately-held managed care company in a $425 million recapitalization transaction with a private equity group
- Represented an NYSE-listed managed care company in its $405 million acquisition of a privately-held managed care plan
- Represented a NASDAQ-listed software company in its $175 million going private transaction with a private equity group
- Represented a privately-held provider of radiology benefits management and utilization services in its $125 million minority recapitalization with a private equity group
- Represented a privately-held chai tea company in its $75 million sale to an international publicly listed global ingredients, flavours and consumer foods conglomerate
- Represented the strategic alternatives committee of a NASDAQ-listed provider of information technology systems for hospitals, healthcare networks and imaging facilities in its negotiation of a $62 million merger agreement with an OTCBB-listed technology and services company in the health care industry (deal terminated in 2009), and the committee’s subsequent negotiation of a tender offer and merger agreement with a NASDAQ-listed provider of imaging IT solutions
- Represented the special committee of a SEC reporting healthcare IT company in connection with its review of strategic alternatives
- Represented a NASDAQ-listed medical transcription provider in its serial acquisition program
- Represented an NYSE-listed managed care company in its $50 million stock purchase agreement for a privately-held managed care plan (deal terminated in 2006)
- Represented a software company in its $44 million acquisition of a privately-held software company
- Represented a beverage distributor in a $40 million asset purchase of another privately-held beverage distributor
- Represented a NASDAQ-listed biotech company in a $34 million acquisition of a molecular diagnostics company
- Represented a private equity consortium in a specialty pharmacy platform acquisition
- Represented a privately-held software-based Web site solutions provider in its sale to a NASDAQ-listed provider of business-class Web hosting services
- Participation in numerous auction processes and potential acquisitions, ranging in size up to multi-billion dollar transactions, for both public and private targets (on behalf of public and private targets and bidders), including potential stock-based and all cash or mixed consideration transactions in a broad ranges of transactions structures, including mergers, stock purchases, tender offers and complex asset and division sale transactions
- Significant transaction related litigation and dispute resolution experience, including advisement in connection with the successful Genesco/Finish Line merger litigation
- Takeover defense, proxy fight, and activist shareholder advice for several NYSE and NASDAQ-listed companies, including representation of independent directors of NYSE-listed communications company in connection with a proxy fight
- Special Tennessee counsel for buyers and sellers in multiple public and private company acquisition transactions involving Tennessee companies
- Represented various private equity firms in platform and portfolio company acquisitions
Representative Public Securities Transactions; Private Placements:
- Represented a hospital company in its initial public offering and the secondary sale by selling stockholders of an aggregate of $4.35 billion in shares of common stock, the largest domestic private equity backed IPO in history
- Represented a NYSE-listed managed care company in its initial public offering of 21,620,000 shares of common stock, and its follow-on public offering of 8,625,000 shares of common stock
- Represented a NYSE-listed hospital company in its public offering of $1 billion in senior secured notes
- Represented a NYSE-listed student housing company in its public offering of 24,500,000 shares of common stock
- Represented a SEC reporting hospital company in its 144A offerings of $310 million, $1.5 billion and $1.25 billion of senior secured notes, and $1.525 billion of senior unsecured notes
- Represented a NASDAQ-listed biotech company in its public offering of 4,025,000 shares of common stock
- Represented a NYSE-listed student housing company in its $50 million "at-the-market" public common stock offering
- Represented a developer and manufacturer of high-end active opto-electronic components and subsystems in two rounds of private placements aggregating over of $125 million of preferred stock
- Represented a producer of routing hardware and technology for use on high-capacity optical networks in two rounds of private placements aggregating over $100 million of preferred stock
- Represented a medical device company in multiple rounds of private placements aggregating over $50 million of preferred stock and other securities
- Represented numerous venture capital firms and issuers in institutional and strategic led private placements
Representative Private Equity Fund Experience:
- Represented numerous national and international general partners in connection with private equity fund formations, as well as general fund and management company maintenance and compliance matters
- Represented numerous national and international institutional investors and limited partners in connection with their investments in private equity funds
- Legal advisement with numerous participants in the TNInvestco Program
Speaking Engagements and Press:
- Quoted in "How fast can Groupon get its IPO out the door?," John Letzing (online edition of MarketWatch.com, June 16, 2011)
- Quoted in "Six Avoidable M&A Mistakes," Russ Banham (ChiefExecutive.net, August 2010)
- Quoted in "Barnes & Noble shares soar on sale speculation," Tiffany Hsu (Los Angeles Times, August 5, 2010)
- Quoted in "Retail Takeovers: Rumors Run Rampant," Jeanine Poggi (online edition of TheStreet.com, April 23, 2010)
- Quoted in "Experts: Bidding War Expected for GGP," Robert Carr (online edition of GlobeSt.com, February 24, 2010)
- Quoted in "Simon Faces Uphill Battle with Shareholders," Katie Hinderer (online edition of GlobeSt.com, February 17, 2010)
- Quoted in "Exelon walks away from $7.4 billion bid for NRG," Mark Williams (Associated Press, July 21, 2009)
- Quoted in "Exelon Sues NRG, Board for Rejecting Hostile Offer," Sophia Pearson and Jim Polson (Bloomberg News, Nov. 12, 2008)
- "Public Company Leveraged Buyout Transactions," The State Capital Group’s 2007 U.S. Midwinter Meeting, Nashville, Tennessee, March 9, 2007
Prior to joining the firm, Ryan practiced for five years at Testa, Hurwitz & Thibeault, LLP in Boston, MA. Ryan is married to Wendy and has two sons, John Payne and Elliotte.
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