Kimberly F. Gilreath

Advised a pharmaceutical manufacturer on a $90 million recapitalization, comprising $65 million in refinanced debt and $25 million in preferred equity. The preferred equity component freed approximately $22 million for a distribution to the company's owners, while structuring the transaction to comply with Medicaid and Medicare regulations.

Miles & Stockbridge advised a technology company in the sale of its radio frequency products division to a software-defined radio solutions provider.

Represented a privately held electrical contractor focused on data center construction in its $2 billion sale to a publicly traded national telecommunications contractor. Engaged in mid-summer with a letter of intent signed in September, the team navigated the unique challenges of a long-time, family-owned business being acquired by a public company seeking to enter the data center construction market and closed the transaction in late December.

Represented a regional hospice care provider in a 50/50 joint venture with a Northern Virginia health system to bring end-of-life services to that market. The transaction involved careful negotiation of deadlock provisions and exit rights given the equal ownership split, as well as a substantial set of ancillary agreements addressing the operational division between the two partners, with the client managing the JV and the partner providing physicians, nurses and IT and philanthropy services.

Miles & Stockbridge represented a building services client in its acquisition of a New England-based environmental systems company, expanding the client's energy and sustainability platform. The deal closed within 45 days of first sending transaction documents, addressed environmental issues at an adjacent property and used a “bolt-on” representations-and-warranties insurance product tailored to private-equity roll-up platforms.

Miles & Stockbridge represented a data center cooling solutions manufacturer in its sale to a full-service HVAC provider. The transaction — which closed in just nine weeks from letter of intent — required broad cross-disciplinary expertise including tax, real estate, antitrust, employee benefits, employment and intellectual property. The buyer was represented by counsel from a major national firm.

Miles & Stockbridge represented a facilities services company in its acquisition of a provider of planning, design and build services for government agencies and contractors operating in mission-critical facilities across the Washington region.

Advised Merritt Properties and helped secure a $750 million strategic investment led by global investment firm Centerbridge Partners, positioning the privately held commercial real estate leader for its next phase of growth.  For decades, Miles & Stockbridge has served as a trusted legal advisor to Merritt, supporting the company's growth across its business. Building on that longstanding relationship, the firm advised Merritt through this transformative transaction, helping the company navigate complex corporate, financing, tax and regulatory issues while advancing its long-term business objectives.

Represented a cybersecurity and IT services provider serving credit unions and nonprofits in its acquisition by an IT services platform managed by a private equity firm for consideration of up to $30 million. The transaction included cash, rollover equity, an earnout and employment agreements, with workstreams covering corporate, tax, benefits (including a phantom equity plan), labor and employment and privacy/CUSO matters.

Represented the majority owner of a U.S.-based manufacturer of equipment for the power industry in selling its stake to the minority owner after more than two years of cross-border negotiations. The transaction navigated U.S., German and Mexican legal perspectives on issues such as anti-sandbagging provisions, with diligence supported by a virtual data room hosting nearly 70 participants and more than 300 written questions.

Miles & Stockbridge represented a distributor of electrical parts, lighting products and commercial shading solutions in a part-sale, part-rollover transaction with a private equity sponsor utilizing representations and warranties insurance, which required additional scrutiny of the seller’s diligence profile. The team navigated and resolved extensive diligence obstacles, including state sales and use tax exposures and employee benefits issues. They significantly reduced the buyer’s proposed client-transition holdback, negotiating a clean exit for two retiring partners and obtained favorable rollover equity and governance terms for the continuing partners.