Advised Pharmaceutical Company on $90M Recapitalization
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.
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.
Vacated Workplace Safety Citation Against Homebuilder
Miles & Stockbridge persuaded Virginia's occupational safety regulator to vacate a workplace safety citation against a homebuilder following a construction site electrocution that killed one subcontractor employee and seriously injured another — an outcome described as virtually unheard of in cases involving a death or catastrophic injury. The result carried significant strategic value beyond the regulatory proceeding itself, as such citations can be used as prima facie evidence of liability in related civil litigation, and the builder is also defending a wrongful death and personal injury lawsuit arising from the same incident.
Represented Building Services Client in Acquisition of Environmental Systems Company
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.
Represented Data Center Cooling Solutions Manufacturer in Sale
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 Facilities Services Company in Acquisition of Government Contractor
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.
Represented Cybersecurity Company in Sale to PE 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.
Advised Distributor in Part-Sale, Part-Rollover Transaction
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.
Ongoing Employment Counsel for Video Game Development Client
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.
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