Corporate, Securities & Tax

Advised Power Solutions, a leading Mid-Atlantic electrical contractor focused on data center construction, in its $2 billion sale to Dycom Industries, Inc. (NYSE: DY), a publicly traded national provider of specialty contracting services for digital infrastructure. Working on an accelerated timeline, the firm led a fully integrated, multidisciplinary team that guided Power Solutions through all aspects of the transaction, including M&A, tax structuring, financing, employment matters, and regulatory filings, helping the company achieve a landmark exit in a highly competitive and rapidly evolving market. The transaction strengthened Dycom’s data center platform by combining its fiber expertise with Power Solutions’ established leadership in electrical construction, reflecting Miles & Stockbridge’s deep experience advising clients on complex, high-value transactions in the data center and digital infrastructure space.  

While at a previous firm, members of our Health Care team played a key role in the healthcare regulatory aspects of a private investment firm's acquisition of a Maryland-based CCRC operator with properties across the US. Following the closing, and continuing to this day at Miles & Stockbridge, our health care team provides comprehensive legal support to the client, advising across various critical areas including healthcare regulatory compliance, privacy, employee benefits, tax, corporate law, and several other specialized fields.

Maryland counsel to numerous real estate investment trusts (REITs), business development companies (BDCs) and closed-end funds in response to activist stockholders, contested election matters, proxy contests and bet-the-company litigation. Maryland counsel to BDC attendant to multiparty transaction involving sale of investment portfolio followed by strategic stock sale and investment management agreement with new investment advisor. Maryland counsel to private equity buyer of publicly-traded REITs, non-traded REITs and other Maryland corporations. Maryland counsel to private credit fund attendant to conversion to BDC. Maryland counsel to multiple publicly-traded Maryland corporations and their special committees in connection with strategic transactions. Counsel to external advisor to Maryland REIT. Maryland counsel to multiple REITs and BDCs in connection with follow-on offerings.

Counsel to Sev1Tech, LLC, a leading provider of IT modernization, cybersecurity and cloud services to both federal and commercial customers, attendant to its acquisition of Geocent LLC, an innovator in DevSecOps and engineering services, supporting critical missions across agencies.

Counsel to GSE Systems, Inc. (NASDAQ: GVP), a developer of high-fidelity simulation systems and provider of training and consulting solutions to the nuclear power industry, for its acquisitions of Absolute Consulting Inc., a provider of technical consulting and staffing solutions to the power industry, True North Consulting LLC, a provider of specialty engineering services to the nuclear power industry, and DP Engineering Ltd., a specialized provider of engineering services and solutions to the nuclear power industry.

Counsel to Fortune 500 tool manufacturer with regard to multiple divestitures of manufacturing and distribution businesses.

Counsel to Telos Corporation (NASDAQ: TLS), an information technology and cybersecurity company, attendant to its initial public offer and follow-on offering.

Sale of Flywheel Digital, a digital marketing company specializing in the marketing and sale of consumer products on Amazon.com, in its sale to Ascential PLC (LSE: ASCL).

Counsel to Sylvan Learning, a global tutoring company and franchisor, with respect to its sale to Franchise Group Inc. (NASDAQ: FRG).

Sale of e-commerce/Amazon brand to venture-backed acquirer of Amazon brands.

Sale of Sayres and Associates Corporation, a provider of acquisition, engineering, operations, training, war gaming, and security support services to various government customers, to Viking35, LLC, a portfolio company of Broadtree Partners.

Acquisition of Bridges Consulting, Inc., a provider of cyber security, network engineering and big data analytics to the Intelligence Community, by Applied Insight Holdings LLC, a portfolio company of The Acacia Group.

Acquisition of a publicly-traded confidential seller’s CIO-SP3 business unit and related assets by Ad Hoc, LLC.

Represented Axiologic Solutions, LLC in connection with its acquisition of Knowledge Link, Inc., a provider of financial, technology and program management services in classified federal government environments.

Sale of Fortego LLC, a provider of advanced signals intelligence (SIGINT) and end-to-end solutions in cyber analytics, vulnerability research and computer network operations (CNO) engineering, to BlueHalo, a portfolio company of Arlington Capital Partners.

Sale of Base2, LLC, a company specializing in the design and development of cutting-edge cyber solutions across the domains of computer network operations (CNO), signals intelligence (SIGINT)and quick reaction capability, to BlueHalo, a portfolio company of Arlington Capital Partners.

Sale of Carbiz Inc. to EchoPark, a division of Sonic Automotive, Inc. (NYSE: SAH).

 Sale of METIS Solutions LLC, a portfolio company of Blue Delta Capital Partners, to Pacific Architects and Engineers, LLC (NASDAQ: PAE) for $92 million.

Recapitalization of an undisclosed provider of software and systems engineering services to U.S. government agencies, in conjunction with Blue Delta Capital Partners and Truist.

Represented METIS Solutions, LLC in its acquisition of Pluribus International Corporation, a provider of specialized intelligence services to the U.S. Intelligence Community and national security clients.

Represented The Column Group US LLC, a portfolio company of The Acacia Group, in connection with multiple acquisitions, including its acquisition of Highmetric LLC, Vorto Ltd. and TradeHelm, Inc.

Sale of APEX Expert Solutions, LLC, a provider of data fusion for U.S. special operation forces, to SAP National Security Services (SAP NS2). 

Sale of BrainTrust Holdings, LLC, a provider of systems engineering, software and cloud services, and machine learning to U.S. defense and intelligence agencies, to EverWatch Corporation, a portfolio company of Enlightenment Capital.

Provide “outside general counsel” service to various privately-held real estate firms.

Act as general counsel to local non-profit and charitable entities, providing general counsel services in a variety of practice areas. Our representation includes: general counseling and advice on operational matters; drafting and negotiation of a variety of business leases, contracts, and memoranda of understanding; drafting and negotiation of real estate purchase and sale agreements and leases for a variety of property types; advice and representation on real estate development, title, planning and zoning matters; litigation matters; and provide training and support for employment matters.

Assisted government contracting company with business succession planning matters. Advice included the implementation of certain profits interest and phantom equity plans for key employees, life insurance policy planning to fund tax-efficient share repurchases, and an entity value “freeze transaction” designed to minimize potential estate tax issues for senior generation of shareholders while allowing younger generation to participate in growth and appreciation in a tax-favorable manner.

Prior to joining Miles & Stockbridge, Meg advised licensed and chartered medical cannabis enterprise on various tax matters including the implementation of a corporate restructuring plan to mitigate the of impact of Code Section 280E, resulting in significant federal income tax savings.

Advised a local credit union in the negotiation of core and ancillary contracts required for the development and implementation of its online banking system platform (including both internal and member-facing components). This included substantive review of privacy and data security requirements to ensure continuing compliance with the credit union’s regulatory and other legal obligations.

Act as a virtual legal department to local credit unions, providing general counsel services in a variety of practice areas. Our representation includes: general counseling and advise on compliance and operational matters; assistance in addressing member questions and concerns, including questions associated with trust documents, probate matters, powers of attorney, custodian and guardianship; drafting and negotiation of a variety of business contracts, including transactions tied to technology, marketing, ecommerce, consulting and other services agreements, and loan sale/participation agreements; drafting and negotiation of real estate purchase and sale agreements and leases (including ancillary agreements) for a variety of property types (including pad site and in-line locations); provide assistance in trademark and branding matters; provide support for employment matters. We also provide early case assessment in dispute situations (including of matters raised with the client’s regulatory bodies. Discrete litigation matters are handled by separate agreement.

Represented a local credit union in the renegotiation of a series of contract relationships, involving services provided to the client directly and as a member of a multi-credit union consortium. This series of contracts involved back-end services and front-facing member services, including software-as-a-service (SaaS) relationships and point of sale (POS) customer service systems. Our representation required attention both to our client’s specific business and technology needs and also to managing the consortium relationship to maximize vendor concessions on pricing, implementation, transitional, and other critical needs.

Represented a strategic acquirer in its acquisition of a multi-national IT management and technology solutions provider. Detailed analysis and tax planning were provided to implement a complex tax-efficient acquisition structure, which included advice and planning to minimize post-acquisition U.S. tax on multinational operations. Worked in consultation with local counsel in Canada, India, and the U.K. in order minimize stamp and duty taxes, to provide tax related due diligence and risk assessment support, and to negotiate tax provisions of agreement.

We represented Encapsys LLC in its $208 million acquisition of the Encapsys microencapsulation division of Appvion, Inc.  The Encapsys business had 2014 revenues of over $61 million and employs approximately 90 people at offices and research labs in Appleton, Wisconsin and at a manufacturing plant in Portage, Wisconsin. Terms of the sale included a long-term supply agreement whereby Encapsys LLC will continue to produce and sell microcapsules to Appvion for use in its carbonless paper products. The newly formed acquirer was sponsored by Sherman Capital Holdings LLC, a private investment firm based in Baltimore.

We represented Cypress Performance Group in its $700 million acquisition of IPS Corporation from funds sponsored by Nautic Partners, LLC. Cypress Performance Group is affiliated with Sherman Capital Holdings, LLC, a private investment firm based in Baltimore. IPS is a global manufacturer of specialized, highly engineered industrial products serving diverse industrial, commercial, and residential end markets.  IPS will operate in conjunction with Cypress Performance Group’s portfolio company, Encapsys, LLC, a manufacturer of microencapsulation materials based in Appleton, Wisconsin.

Acquisition of Southern Cross Engineering by Entegra Systems LLC.

Members of our Corporate, Securities & Tax Practice Group and our Government Contracts Practice Group recently represented Proteus Technologies Inc. in a sale to Arlington Capital Partners. Proteus Technologies is a software and systems engineering solutions firm supporting the intelligence community, with respect to its cybersecurity and signals intelligence needs.

Represented a CEO of financial services company in defense of securities fraud claims.  We reached a settlement that was favorable to our client and breach of fiduciary duty was dismissed.

Divestiture and novation of Aquilent’s SeaPort-e business unit to Octo Consulting Group.

Lead trial counsel in a federal securities claim arising out of a failure to disclose fees due to financial advisers in connection with the purchase of a publicly traded healthcare information management company. The purchaser was required to reimburse undisclosed financial advisors millions of dollars in fees due as a result of the acquisition. Coordinated claims and parties to access predecessor D&O coverage for officers and a director for failure to disclose financial advisors in representations and warranties for transaction. Favorable settlement reached after successful opposition to motions to dismiss and extensive negotiation involving complex D&O coverage issues. (Stanley Black & Decker v. Gulian, et al., USDC, District of Delaware (1:12-cv-01342))

Management-led recapitalization of a government contractor providing acquisition program management capabilities to the Federal government.

Miles & Stockbridge serves as Maryland counsel to Lyft , including in all regulatory matters before the Maryland Public Service Commission.

Merger of Aquilent, a provider of digital, agile, DevOps and cloud capabilities for the Federal government, to Booz Allen Hamilton (NYSE: BAH) for $250 million.

Successful representation of corporations and private equity sponsors in stockholder actions challenging multimillion and multibillion dollar transactions.

A Miles & Stockbridge team served as sell-side counsel for the sale of a 50-percent interest in a leader in prosthetic technology and personalized amputee care to an Icelandic-based company that develops, manufactures and sells orthopedics equipment. The deal involved sophisticated government contracts issues and tax restructuring.

Represented Applied Insight Holdings, LLC, a cyber, DevOps and data analytics provider to the Intelligence Community and portfolio company of The Acacia Group, in connection with multiple acquisitions, including its acquisition of Intelligent Decisions, LLC, Applied Technology Group, LLC, Organizational Strategies, LLC and Stratus Solutions, LLC and Digital Age Experts, LLC.

Represented private equity fund in connection with its investment into a leading provider of training solutions and intelligence analysis to DSS, CENTCOM and SOCOM.

Represented shareholders of Praxis Engineering Holdings, Inc. in connection with the sale of Praxis to CSRA Inc. (NYSE: CSRA) for $235 million.

Represented fifty-percent owner in contested acquisition of Information Management Services, Inc., a leading provider of customized support to government and commercial organizations engaged in biomedical research, supervised by a court-appointed custodian in the Delaware Court of Chancery.

Sale of Kenseal Construction Products, a leading east coast distributor of waterproofing, sealants and related construction products, to A.H. Harris, a portfolio company of Frontenac.

Sale of Sonexus Healthcare, LLC, a healthcare company offering a broad range of patient access and specialty commercialization services, to Cardinal Health Specialty Solutions.

Sale of OGSystems, LLC, an innovative solutions provider with advanced technologies in geospatial intelligence, big data analytics and insider and counterintelligence threats, to Parsons Government Services Inc.