Representative Merger & Acquisition and Private Equity Transactions Experience

• Represented a 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), and in its $2.5 billion self-tender offer.
• Represented a NYSE-listed managed care company in its $3.8 billion merger agreement with a NYSE-listed global health service and insurance company, and in its $405 million acquisition of a privately-held managed care plan, and its $50 million stock purchase agreement for a privately-held managed care plan (deal terminated in 2006).
• Represented a NYSE-listed government services contractor in its $2.5 billion stock-for-stock merger with another NYSE-listed government services contractor.
• 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 a privately-held provider of retirement communities in its unsolicited public pursuit of an acquisition of a Nasdaq-listed provider of long-term care services.
• Represented a NYSE-listed government services contractor in its $2 billion + (EV) stock-for-stock merger with a private equity backed government services contractor.
• Represented a private equity firm in its bid and subsequent public pursuit (via a “topping bid”) of an approximately $2 billion acquisition of a NYSE-listed industrial machinery maker of equipment for aerospace, industrial and energy companies that entered into a merger agreement with another private equity firm.
• Represented an international steel conglomerate in its $2 billion bid for a U.S. coal mining company.
• Represented a 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 a NYSE-listed manufacturer of advanced electronic interconnect products in its $1.3 billion acquisition by an electronics contract manufacturer.
• Represented a private equity backed physician management company in its $600 million sale to a private equity firm.
• Represented a revenue cycle management company in its acquisition by a private equity backed revenue cycle management company for approximately $512 million in consideration.
• Represented a NYSE-listed media company in various joint ventures and in its acquisition of a privately-held developer of online video publishing technologies, and a privately-held online content provider in the food category.
• Represented a NYSE-listed managed care company in its acquisition of a privately-held managed care company.
• Represented a privately-held managed care company in a $425 million recapitalization transaction with a private equity group.
• Represented a private equity backed revenue cycle management company in its $350 million sale to a private equity firm.
• Represented a NYSE-listed healthcare payor and services company in its up to approximately $300 million acquisition of a management services organization and affiliated physician practices.
• Represented a private equity firm in the $285 million sale of its healthcare IT and data services company to a private equity firm.
• Represented a private equity backed specialty pharmacy company in its $260 million sale to a Nasdaq-listed pharmacy benefit management company.
• Represented a private equity backed healthcare services, staffing and technology company in its $250 million sale to another private equity firm.
• Represented two private equity backed healthcare consumer technology companies in their $230 million stock-for-stock merger.
• Represented a NYSE-listed media company in two joint venture put/call transactions, valued at $225 million and $99 million.
• Represented a private equity firm in its $225 million purchase of an aerospace parts supplier.
• Represented a privately held life sciences company in its stock merger with a Nasdaq-listed life sciences company.
• Represented a private equity backed cardiovascular health company in its $200 million sale to a NYSE listed, comprehensive health care and well-being company.
• Represented a private equity consortium in its approximately $200 million business combination of their behavioral treatment platforms.
• Represented a NYSE-listed government services contractor in its $200 million (EV) tender offer and acquisition of a Nasdaq-listed government services contractor; and in its disposition of its international business to a strategic acquirer.
• Represented a privately-held software provider for the insurance industry in its $117 million acquisition of a Canadian insurance software solution provider, and in a $215 million complex merger and subsequent asset purchase transaction.
• Represented a Nasdaq-listed software company in its $175 million going private transaction with a private equity group.
• Represented a privately-held provider of revenue cycle management and consulting services in its $168 million sale to a private equity group.
• Represented a private equity firm in its $165 million acquisition of a specialty manufacturing services and distribution company.
• Represented a NYSE-listed healthcare payor and services company in its strategic investment in a $160 million recapitalization of healthcare services company.
• Represented a private equity firm in the sale of an HIT company in an up to $160 million cash and stock acquisition by a Nasdaq-listed public HIT company.
• Represented a NYSE-listed healthcare payor and services company in its approximately $150 million purchase of home healthcare services company.
• Represented a private equity backed healthcare payments software company in its $150 million acquisition by a large publicly traded financial institution.
• Represented a private equity group in its $140 million acquisition and recapitalization of a privately-held specialized pharmacy distribution company.
• Represented a private equity firm in its up to $140 million sale of a healthcare IT platform to a leading provider of software technology and services solutions to the healthcare community.
• Represented a private equity firm in its $125 million acquisition of a healthcare IT and services division of a NYSE listed public healthcare company.
• 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 NYSE listed healthcare payor and services company in its up to $120 million investment in a physician services platform.
• Represented a Nasdaq-listed footwear and fashion retailer in its up to $113 million acquisition of a privately held footwear and fashion retailer.
• Represented a private equity firm in its approximately $110 million acquisition of a manufacturer for the naval and government services community.
• Represented a founder owned revenue cycle company in its up to $105 million sale to a private equity backed revenue cycle company.
• Represented a private equity firm in its $100M+ acquisition of and growth equity investment in medical device contract manufacturer.
• Represented a private equity backed healthcare services company in its up to $90M+ acquisition of and joint venture with an anesthesiology services company
• Represented a consortium of private equity firms in their $90 million acquisition of a genetic testing services company.
• Represented a private equity backed allergy and ENT platform in its acquisition of a large physician practice for up to $90 million in consideration.
• Represented a privately-held services company to the mortgage industry in an $89 million recapitalization transaction with a private equity group.
• Represented a private equity firm in its up to $85 million recapitalization of a healthcare technology company.
• Represented a private equity firm in the $85 million acquisition of a pharma and clinical research services company.
• Represented a private equity firm in its acquisition of a services company with an aggregate value of up to $84 million.
• Represented a surgery center company in its approximately $80 million acquisition by a private equity consortium.
• Represented a private equity backed dermatology company in more than 51 acquisitions since 2014.
• Represented a private equity firm in its sale of a hospital company’s assets with an aggregate value of $77 million.
• Represented a privately-held healthcare IT and services company in a $75 million recapitalization transaction with a private equity and strategic investor consortium
• Represented a private equity firm in its $75 million purchase of a revenue cycle management company.
• 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 a digital and radio media platform in their $75 million acquisition by a major broadcast network and multimedia company.
• Represented a private equity firm in its up to $72 million acquisition of a privately held hospice company.
• Represented a private equity backed defense contractor in its $70 million acquisition of a privately held defense contractor.
• Represented a private equity firm in its $65 million acquisition of a specialty manufacturing services and distribution company.
• Represented a privately-held behavioral health company in its $65 million sale to a private family office.
• Represented a private equity backed anesthesia platform in its $63 million sale to a strategic buyer.
• 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 healthcare 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 a private equity firm in its $60 million acquisition of a psychiatry services company.
• Represented a privately-held behavioral HIT company in a $60 million recapitalization transaction with a private equity group.
• Represented a private equity firm in its up to $53 million aggregate platform investment in a physician management company.
• Represented a private equity firm in its $51 million sale of a pharmacy company.
• Represented a private equity firm in its $50 million purchase of a hospice and home healthcare platform.
• Represented a private equity firm in its up to $50 million investment in a specialty physician practice.
• Represented a private equity firm in its approximately $50 million purchase of a specialty physician practice group.
• Represented a Nasdaq-listed biotech company in a $50 million acquisition of a molecular diagnostics company (M&A Advisor 2012 Deal of the Year Winner).
• Represented a specialty pharmaceutical dermatology company in its acquisition by a Nasdaq-listed specialty pharmaceutical company for $45.5 million.
• Represented the special committee of a SEC reporting healthcare IT company in connection with its review of strategic alternatives.
• Represented a privately-held software-based Web site solutions provider in its sale to a Nasdaq-listed provider of business-class Web hosting services.
• Represented a Nasdaq-listed medical transcription provider in its serial acquisition program.
• Represented a software company in its $44 million acquisition of a privately-held software company.
• Represented a private equity firm in its $42 million acquisition of a healthcare IT and payments company.
• Represented a consumer food company in its up to $40 million sale to a private equity firm.
• Represented a private equity firm in its $40 million acquisition of a manufacturing and distribution 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 privately-held revenue cycle management company in its $32.5 million acquisition by a private equity firm.
• Represented a private equity firm in its $25 million purchase of a post-acute healthcare services platform.
• Represented a private equity firm in the $24 million sale of its clinical decision support company.
• Represented a private equity firm in its $22 million acquisition of a tech-enabled behavioral services platform.
• 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.
• Represented various private equity firms in platform and portfolio company add-on acquisitions, in several industries.
• 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.

Representative Growth Equity and Public Securities Transactions

• Represented a developer and manufacturer of high-end active opto-electronic components and subsystems in two rounds of growth equity 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 growth equity aggregating over $100 million of preferred stock.
• Represented a consortium of growth equity funds in an $84 million financing of a company focused on value-based care enablement for independent primary care physicians, specialists, and health systems.
• Represented a medical device company in multiple rounds of growth equity aggregating over $50 million of preferred stock and other securities
• Represented numerous national growth equity firms and issuers in institutional and strategic led growth equity investments.
• 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, and in its $1.8 billion and $1.4 billion secondary offerings by selling stockholders.
• Represented a NYSE-listed government services contractor in its 144A offering of $300 million in senior secured notes.
• 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 public offerings of $1 billion and $1.35 billion in senior secured notes.
• 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 NYSE-listed student housing company in its public offering of 24,500,000 shares of common stock.
• Represented a NYSE-listed student housing company in its $50 million “at-the-market” public common stock offering.

Representative Fund Formation 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.