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.
Advised Commercial Real Estate Company on $750M Strategic Investment
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.
Defended IT Contractor in DOJ Civil and Criminal Investigations
Defended a healthcare IT contractor in a U.S. Department of Justice criminal and civil investigation alleging that the company's then-CEO conspired to bribe a contracting officer in connection with approximately $550 million in federal contracts. The team worked with the board to separate the CEO and reclassify his shares, and then negotiated an expedited resolution with DOJ that preserved the company's operations and protected hundreds of innocent employees' jobs. The team also successfully negotiated with the suspension and debarment official to avoid debarment of the company and successfully negotiated with the company’s D&O carrier to obtain a substantial amount of coverage for legal fees.
Md. Counsel to American Realty Capital Global Trust II, Inc.
Counsel to special committee of American Realty Capital Global Trust II, Inc., a publicly-traded global real estate investment trust externally advised by AR Global, LLC, in sale/merger to/with Global Net Lease, Inc., and negotiation of termination of management agreement with AR Global, LLC.
Maryland counsel to Cedar Realty Trust, Inc. (NYSE: CDR) attendant to asset sale and follow-on merger with Wheeler Real Estate Investment Trust, Inc. (NYSE: WHLR)
Maryland counsel to Centerbridge Partners with respect to its acquisition of INDUS Realty Trust, Inc. (NYSE: INDT), as well as related financing, and continuing representation of INDUS Realty Trust, Inc.
Md. Counsel to Cole Office & Industrial REIT, Inc.
Counsel to special committee of Cole Office & Industrial REIT, Inc. in its merger with CIM Real Estate Finance Trust, Inc. and termination of its external advisor.
Maryland counsel to KSL Capital Partners, LLC in connection with the acquisition by its affiliates of Hersha Hospitality Trust (NYSE: HT), in a go-private transaction.
Maryland counsel to MAIN Street Capital Corporation (NYSE: MAIN) with regard change in investment advisor for MSC Income Fund (formerly HMS Income Fund).
Counsel to special committee of Medalist Diversified REIT, Inc. (NASDAQ: MDDR) and Medalist Fund Manager, Inc. with respect to their exploration of strategic alternatives.
Maryland counsel to numerous BDCs and Closed-End Funds including Barings Private Credit Corp. (private BDC), Barings Capital Investment Corporation (private BDC), Palmer Square Capital BDC Inc. (private BDC), Steele Creeke Capital Corporation (private BDC), TriplePoint Venture Growth BDC Corp., TriplePoint Private Venture Credit Inc. (private BDC), Apollo Investment Corp., Barings BDC, Inc., MAIN Street Capital Corporation, MSC Income Fund, Oxford Square Capital Corporation, Oxford Lane Capital Corporation.
Maryland counsel to the Blackstone Group attendant to numerous acquisitions and divestitures including sale of California real estate portfolio to Hudson Pacific Properties, Inc. (NYSE: HPP), acquisition of Strategic Hotels & Resorts, Inc. (NYSE: BEE), acquisition of BioMed Realty Trust, Inc. (NYSE: BMR), acquisition of portfolio from Hines Real Estate Investment Trust, Inc., proposed acquisition of LaSalle Hotel Properties (NYSE: LHO) (terminated), acquisition of Home Partners of America, Inc., and acquisition of Retail Opportunity Investment Corporation (NASDAQ: ROIC)
Advised on $2 Billion Sale of Leading Data Center Electrical Contractor to Public Company
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.
Representative Maryland General Corporate Law Matters
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 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).
Representing a Leading Provider of Customized Support in Biomedical Research
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 a Patient Access Services Healthcare Company
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 Urban Robotics, Inc., a provider of hardware and software solutions for 3D intelligence, surveillance and reconnaissance (ISR), remote sensing and geospatial applications, to OGSystems, LLC.
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