Paolo M. Pasicolan

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.

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.

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.

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.

Miles & Stockbridge defended a video game company against an ERISA lawsuit brought by a former employee who alleged the company violated a severance agreement by terminating her subsidized health insurance coverage. The defense secured a full dismissal on a motion to dismiss, with the federal court finding the complaint lacked facts alleging any prohibited conduct and no evidence that the company intentionally interfered with the plaintiff's insurance coverage.

Miles & Stockbridge provides routine counseling and advice on a variety of employment matters for an interactive entertainment company. The firm’s work includes responding to employee concerns, counselling on ADA/FMLA issues and drafting and revising policies and procedures for employees located across the U.S. The firm also advised and assisted with employee investigations and, when necessary, responding to EEOC charges. Most recently, the firm represented the company in ERISA litigation filed by a former employee.

The firm has assisted a Maryland-based cannabis company on multiple employment law matters, including policy development, training and employee relations and labor issues. The firm also has represented the company in its acquisition of two dispensaries, certain financing matters, various real estate leasing matters and litigation.

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.