PROSKAUER ROSE
2OO1 ANNUAL DEALS REPORT
CORPORATE DEPARTMENT
Table of Contents 2 Mergers & Acquisitions 6 Venture Capital / Private Equity Funds 8 Technology, Media & Telecommunications 10 Securities Offerings 12 Banking & Finance 14 Hospitality 15 Sports & Entertainment 16 Medical Technology & Pharmaceutical 17 Restructurings 19 International 21 Corporate Department Attorneys
PROSKAUER ROSE
2OO1 ANNUAL DEALS REPORT
The Corporate Department of Proskauer Rose LLP is pleased to present you with our Annual Deals Report for 2001. The Proskauer Corporate Department consists of over 130 attorneys worldwide, with offices in New York, Los Angeles, Paris, Boca Raton and Washington D.C. We advise clients throughout corporate America, Europe, Israel and Latin America in a full range of sophisticated financial transactions and in daily business and regulatory matters. This report highlights our dynamic transactional practice, including mergers and acquisitions, public offerings and private placements, venture capital and fund transactions, and financings and restructurings. We are committed to excellence and teamwork in the service of our clients in industries ranging from telecommunications and media, to sports and entertainment, hospitality, technology, pharmaceutical, banking and others. We thank our clients for the work that you have entrusted to us and look forward to continued growth and success in 2002.
2oo1
Steven L. Kirshenbaum
212.969.3295
Arnold J. Levine
212.969.3310
skirshenbaum @ proskauer.com
alevine @ proskauer.com
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MERGERS & ACQUISITIONS
THE BENJAMIN COMPANY Represented The Benjamin Company in connection with its sale of certain airport retail outlets and related leases to WH Smith. Jack P. Jackson BIOVAIL CORPORATION Represented Biovail Corporation in the completion of its $400 million-plus acquisition of the North American rights to the Cardizem family of products from Aventis Pharmaceutical Inc. Arnold J.
Levine, Allan R. Williams, Rachel Parsons
BOSTIK FINDLEY, INC. ALCATEL
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Represented Bostik Findley, Inc. in its acquisition of certain assets of the commercial ceramic tile and flooring business unit of DAP Products Inc. Purchase price was $25 million. Ronald R. Papa,
Gail S. Port, Michael R. Neidell
Represented Alcatel in acquisition of Astral
Point Communications, Inc., a privately held corporation located in Boston, Massachusetts. Astral Point creates next-generation SONET metropolitan optical systems. Under the terms of the merger agreement, Alcatel will issue an aggregate of 9 million Class A ADSs and shares for all of the outstanding capital stock, options and warrants of Astral Point.The acquisition has an implied value of €153 million. Lauren K. Boglivi, Stanley
Komaroff, Janet B. Korins, Gail S. Port, Andrea S. Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. Cinamon, Paula M. Corsaro, Deniz Haupt, Susan Joe, Mark W. Levine, Amanda H. Nussbaum, Michael J. Perloff
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BOYKIN MANAGEMENT COMPANY Represented Boykin Management Company Limited Liability Company (“BMC”), an entity principally owned by Robert W. Boykin, Chairman of the Board and Chief Executive Officer of Boykin Lodging Company (a NYSE hotel REIT), in connection with the sale on January 1, 2002 by BMC to Boykin Lodging Company of membership interests in 16 companies holding leases for 25 hotel properties in 14 states in consideration for REIT securities and OP Units. Ira Akselrad, Perry A.
Cacace, Michael E. Feldman, Jeffrey A. Horwitz, Allan R. Williams, Nicholas Athanail, David A. Bondy, Andrea Morgan, Yuval Tal, Lana T. Yang
Represented Alcatel in its acquisition of Kymata
Ltd., a leading European technology company that concentrates on developing and manufacturing optical components and sub-systems for optical networks.The acquisition is valued at $122 million.
Jean-Philippe Berthet, Lauren K. Boglivi, Stanley Komaroff, Richard H. Rowe, Delia M. Spitzer, Christopher M. Jaskiewicz
CARD GUARD SCIENTIFIC SURVIVAL LTD./ LIFEWATCH HOLDING CORPORATION Represented Card Guard Scientific Survival Ltd., an Israeli company traded on the SWX Swiss Exchange, and its wholly owned subsidiary LifeWatch Holding Corporation in $18 million acquisition of substantially all the assets and business of Quality Diagnostic Service,Inc.,a subsidiary of Medical Healthcare,Inc. Jeffrey A. Horwitz, Michael L. Eden, Yuval Tal CHARTERHOUSE GROUP PORTFOLIO COMPANIES
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THE ALPINE GROUP Represented Alpine in connection with the acquisition of PolyVision, an international manufacturer of visual communication products by Steelcase, a leader in the office furniture industry, for approximately $180 million in cash (including assumption of debt and related transaction costs). Alpine is the largest shareholder of PolyVision. Ronald R. Papa, Michael
R. Neidell, Kristen W. Prohl
Represented Cross Country TravCorps, a port-
folio company of the Charterhouse Group, in its 2
acquisition of the ClinForce division of Edgewater Technology, Inc. Lauren K. Boglivi, Stephen W. Rubin
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INFORMA GROUP PLC Represented Informa Group plc and its subsidiary, Informa USA, Inc., in the $45 million acquisition of all of the outstanding stock of MCM Group. Inc., which is engaged in the business of providing fixed income, equity and foreign exchange information to financial institutions. Bertram A. Abrams,
Robert K. Kane
Represented NetCare Health Systems, a
Charterhouse company, in connection with the $31 million sale of six community hospital subsidiaries to Sunlink Health Systems. James D.
Meade, Stephen W. Rubin, Ricky Chung, Jeanmarie LoVoi, William Marroletti
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Represented MP Total Care, a Charterhouse INSTITUTO GRIFOLS, S.A. Represented Instituto Grifols, S.A., a subsidiary of Probitas Pharma, S.A., a Spanish company engaged in the business of manufacturing, processing and distributing medical products, in the acquisition of SeraCare, Inc., an operator of plasma collection centers headquartered in Los Angeles, California, for $116.5 million, plus the assumption of debt for a total deal value of approximately $150 million. The transaction also involved the spin-off to SeraCare’s stockholders of SeraCare’s Life Sciences subsidiary (formerly known as The Western State Group, Inc.). Proskauer also advised Probitas Pharma on the financing for the transaction. Arnold
J. Levine, Edward S. Kornreich, Carlos E. Martinez, Stuart L. Rosow, Richard H. Rowe, Dale A. Schreiber, Janice K. Smith, Michael L. Eden, Herschel Goldfield,
company, in the acquisition of the Respiratory Pharmacy Business of Dura Pharmaceutical.
Stephen W. Rubin, Sarah J. Deitch
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Represented Eos Corporation, a portfolio com-
pany of the Charterhouse Group, in connection with the sale of Eos to Celetron International.
Stephen W. Rubin, Stephen F. Reed
CIBC WORLD MARKETS CORP . Represented CIBC World Markets Corp. as financial advisor to:
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Genesys S.A. in $200 million acquisition of Special Committee of the Board of Directors of
Vialog Corporation.
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Mikasa, Inc. in $245 million acquisition by J.G. Durand. Peter M. Fass, Jeffrey A. Horwitz, Jennifer Kim CROSS COUNTRY, INC. Represented Cross Country, Inc. (Nasdaq: CCRN) in the purchase of the assets of the NovaPro healthcare staffing division (Tampa, FL) of HRLogic Holdings, Inc., a professional employer organization.
Lauren K. Boglivi, Stephen W. Rubin, Solomon L. Warhaftig, Christopher M. Jaskiewicz, Michael A. Katz, Ross H. Klenoff, Jennifer Silver
Robert Ivanschitz, Michael A. Katz, Judy Lee, Oliverio Lew, Steven A. Meetre, Carla Passos, Stephen F. Reed, Andrew Rettig, Jonathan E. Rich, Matt Sabloff
ISRAEL AIRCRAFT INDUSTRIES LTD. Represented Israel Aircraft Industries in the acquisition by Gulfstream Aerospace, a subsidiary of General Dynamics, of Galaxy Aerospace Co. LP for $330 million in cash. Galaxy was owned by Hyatt Corp. and Israel Aircraft Industries Ltd. Ira Akselrad,
Jeffrey A. Horwitz
DAWN HOMES Represented Dawn Homes in the $66 million sale of 33 properties in four different states. Ira Akselrad,
James Meade, Jay D. Waxenberg, Ricky Chung, Jason D. Fernbach, William Marroletti
JOHN MORGAN Represented John Morgan in the sale of Morgan Lewis Githens & Ahn, a broker-dealer, to MLGA Holdings.
Julie M. Allen, Arnold S. Jacobs, Kathy H. Rocklen, Rachel S. Lerner
DONNA KARAN INTERNATIONAL Represented Donna Karan International in its acquisition by LVMH Moet Hennessy Louis Vuitton, the world’s largest luxury goods company, in a transaction valued at $240 million. Arnold S. Jacobs,
Gregg M. Mashberg, Andrea S. Rattner, Henry O. Smith III, Michael A. Katz, Michael R. Neidell
THE LAIRD GROUP PLC Represented The Laird Group in a purchase by a subsidiary of R&F Products, Inc. R&F produces
(Continued)
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MERGERS & ACQUISITIONS CONTINUED
microwave absorber products for the telecommunications and defense industries (where the products are used for stealth technologies). Steven L.
Kirshenbaum, Gail S. Port, Aliza R. Cinamon, Jon H. Oram, Jonathan W. Stein
MOORE CORPORATION LIMITED Represented Moore Corporation Limited (TSE; NYSE: MCL) in its sale of Phoenix Group, a provider of integrated marketing and customer relationship management services, to Minacs Worldwide Inc. (TSE: MXW). Allan R. Williams, Ronald S. Kornreich
LINCOLNSHIRE MANAGEMENT, INC. Represented Lincolnshire Management, Inc. in its acquisition, through an affiliate, of all the stock of the seven subsidiaries that comprise the Team Sports Division of Riddell Sports Inc. (AMEX: RDL), for a purchase price of approximately $61 million in cash plus adjustments to cover seasonal funded indebtedness of the business. The Riddell Team Sports Division is a leading provider of athletic equipment, uniforms and practice wear, and is known for its dominant position in the manufacture, marketing and reconditioning of football helmets. Riddell helmets are worn by players on all National Football League teams. Perry A. Cacace,
Michael E. Feldman, Jack P. Jackson, Arnold J. Levine, Jeffrey W. Levitan, Gail S. Port, Stuart L. Rosow, Dale A. Schreiber, Janice K. Smith, David Alin, Craig A. Bitman, David A. Bondy, Russell Gaudreau, Paul M. Hotaling, Ronald S. Kornreich, Eric D. Most, Renata C. Pompa, Gregg Reed, Andrew Rettig, Michael C. Swiader, Ido Warshavski, Troy Willitt
PITNEY BOWES, INC. Represented Pitney Bowes, the world leader in the development, manufacture and distribution of mailing solutions for business customers, in handling the French aspects of three separate acquisitions completed this past year for a total purchase price in excess of $500 million. These transactions included the acquisition of Secap SA, a leading European postage meter manufacturer, Bell & Howell’s international mail and messaging technologies subsidiaries and Danka Service’s international document management business.
William Krisel, Delia M. Spitzer, Yasmine Tarasewicz, Marjorie Baconnet, Lorine Ben Soussan, Blandine Boulay, Florence Perrot, Beatrice Pola, Olivier Savelli, Nathalie Veuillot
PRICE COMMUNICATIONS Represented Price Communications in connection with its agreement to transfer its cellular wireless business to Verizon Communications for consideration valued at $1.15 billion (plus the assumption of $550 million of net debt). Verizon Communications operates its cellular wireless business through Cellco, a joint venture with Vodafone plc. Cellco is the largest provider of cellular wireless services in the United States. Robert K. Kane, Gail S. Port,
Richard H. Rowe, Peter G. Samuels, Janice K. Smith, Solomon L. Warhaftig, Kelly Baldwin, David A. Bondy, Aliza R. Cinamon, Tammy Fried, Ronald S. Kornreich, Amanda H. Nussbaum, Marissa J. Tiamfook
LUMINAAMERICAS Representing LuminaAmericas in the acquisition of a Latin American start-up company. Carlos E.
Martinez, Peter G. Samuels, Jason D. Fernbach, Robert Ivanschitz, Ross H. Klenoff, Rachel Parsons
MAJOR, HAGEN & AFRICA (NEW YORK) INC. Represented Major, Hagen & Africa, a New York legal recruiter,in forming a national joint venture with four other Major,Hagen & Africa offices. Jeffrey A. Horwitz METRO STORAGE LLC Represented Metro Storage and its principal shareholders in connection with a tender offer for limited partnership interests in connection with a contested acquisition of a group of self-storage facilities from an affiliate of the principal shareholders of Metro Storage LLC. Peter M. Fass, Steven A. Fishman,
John Siegal, Je Moon, Christopher L. Pennington
RELATED CAPITAL COMPANIES Represented Related Capital’s affiliate, Charter Municipal Mortgage Acceptance Company, in connection with the acquisition of PW Funding, a direct delegated underwriter and servicer for Fannie Mae, and the acquisition financing and warehouse loan in connection with the closing. Peter M. Fass,
Steven A. Fishman, Janet B. Korins, Jason D. Fernbach, Samuel L. Martin, Michael A. Midura
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SAIRGROUP Represented SAirRelations, a division of SAirGroup (the parent of Swissair), in the sale of its international luxury hotel chain, Swissotel Hotels and Resorts, to Singapore’s Raffles Holdings Limited for approximately CHF 410 million, plus the assumption by Raffles of approximately CHF 122 million in debt. (Excluded from the transaction were properties owned by Swissotel in Vienna and Seoul.) Perry A.
Cacace, Robert A. Cantone, Michael E. Feldman, Jeffrey A. Horwitz, Stuart L. Rosow, Mutul I. Desai, Stephanie R. Feingold, Robert E. Ivanschitz, Susan I. Joe, Michael A. Katz, Ronald S. Kornreich, Rick J. Kozody, Mark W. Levine, Eric D. Most, Kristine W. Prohl, Gregg Reed, Matthew Sabloff, Yuval Tal, Lana T. Yang
TOWERS PERRIN Represented T owers Perrin, a pension benefits and human resources consulting firm, in connection with:
I Purchase of the assets of
Working Concepts, Inc.,
a software implementation consulting company.
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Strategic alliance agreement with WellMed, Inc., Strategic alliance agreement and Series D
a provider of online health management services.
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financing of Authoria, Inc., a human resources software company. Ronald R. Papa, Christopher M.
Jaskiewicz, Michael A. Katz, Jennifer Silver, Beth B. Smigel, Ori Solomon
WOOD WORLDWIDE INC. Represented Wood Worldwide Inc. and its Swiss affiliate in connection with the sale of the entities to Interbrand, a subsidiary of Omnicom Group Inc., one of the world’s leading advertising and branding firms.Wood is the leading marketing and branding management consulting firm in the pharmaceutical industry and consumer health care products and has created over 500 successful brands, including 40 of the world’s top 100 brand names: Viagra, Prozac, Celebrex,Valtrex, Prilosec, and Mylanta are examples. The purchase price was $17 million in cash and Omnicom stock. Sheldon I. Hirshon,
Jeffrey A. Horwitz, Janet B. Korins, Renata C. Pompa, Michael L. Eden
SEKANI, INC. Represented Sekani, a distributor of digital moving images, in the sale of substantially all its assets and the assets of its German subsidiary, Film Bank Deutschland, GmbH, to an entity owned by Corbis Corporation, the world’s largest owner of fixed images (including the Bettman Archive), which is owned by Bill Gates. The purchase price included cash and the assumption of operating liabilities.
Steven A. Fishman, Leon P. Gold, Sheldon I. Hirshon, Jeffrey A. Horwitz, Solomon L. Warhaftig, Lisa E. Funk, Michael A. Midura, Matthew Sabloff
SMALL WORLD MEDIA, INC. Represented Small World Media, Inc. in $15 million sale of substantially all of its assets to Vulcan Media Sports, Inc. (the parent company of the Sporting News owned by Paul Allen). Julie M. Allen, Jack B. Spizz 24/7 MEDIA, INC. Represented 24/7 Media, Inc., a leader in interactive marketing, in its acquisition of Real Media, Inc., an international provider of marketing services to the digital advertising industry. The combined companies will have the largest online advertising network and locally installed customer base for ad serving technology in the world. In connection with the deal, our client changed its name to 24/7 Real Media. Ronald R. Papa, Andrea S. Rattner,
Solomon L. Warhaftig, Alexa D. Isbel, Lana T. Yang
X-TECHNOLOGIES, INC. Represented X-Technologies, Inc., a maker of cardiovascular products, in its acquisition of privately held MEDgination Inc. in a stock-for-stock transaction valued at approximately $25 million. MEDgination Inc. is based in San Diego, CA, and is engaged in the development and sale of balloon catheters and related products for cardiovascular surgeons. They have research and development facilities in Israel and its corporate headquarters is in the U.S. Alan
P. Parnes, Paul I. Rachlin, Rachel Parsons, Matthew Sabloff, Ido Warshavski
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VENTURE CAPITAL / PRIVATE EQUITY FUNDS
COMMERCIAL VENTURES Represented Commercial Ventures in connection with:
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$88 million preferred equity investment in $26 million preferred equity investment in
AP Adler Investment Fund 2, L.P.
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CK Bergen Associates. Steven L. Lichtenfeld,
Ricky Chung
CONTINUATION INVESTMENT PARTNERS, L.P .
I Represented investor group led by Continuation
Investment Partners in a $25 million preferred stock investment in ThruComm, Inc.
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Represented Continuation Investment Partners
BAKER CAPITAL Represented Baker Capital:
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in providing bridge financing to Hotelevision, Inc.
Julie M. Allen, Sarah J. Deitch
As the lead investor in a $20 million round of ELCOM TECHNOLOGIES, INC. Representing Elcom Technologies, Inc., a company in New Jersey that designs and manufactures components for satellite communications networks, in raising $8.5 million in an institutional financing round led by Genesis Partners, an Israeli venture capital group. Jeffrey A. Horwitz, Wendy J. Schriber,
Solomon L. Warhaftig, Yuval Tal, Ido Warshavski
a venture capital investment in IQNavigator, Inc.
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In connection with its private equity financing
of NeoCore Inc. Arnold S. Jacobs, Marc A. Persily,
Ori Solomon, Avshalom Yotam
BELL ATLANTIC MASTER TRUST Represented Bell Atlantic Asset Management in connection with the acquisition by Bell Atlantic Master Trust of over $1 billion of partnership interests in 25 venture capital, buyout and real estate funds.
Jacob I. Friedman, Howard N. Lefkowitz, Stephen A. Devaney, Stephanie Feingold, Gretchen Lamberg, Amanda H. Nussbaum
FAHNESTOCK & CO. INC. Represented Fahnestock as placement agent for PIPE transaction for Meridian Medical Technologies Inc., a medical device and pharmaceutical company.
Paul I. Rachlin
BELLSOUTH MASTER TRUST Represented BellSouth Master Trust in connection with two partnership investments aggregating over $100 million. Jacob I. Friedman, Howard N.
Lefkowitz, Stephen A. Devaney, Amanda H. Nussbaum
THE HOME SERVICE STORE, INC. Represented The Home Service Store, Inc. in a preferred stock financing from Jupiter Partners II, L.P.
Julie M. Allen, Sarah J. Deitch
BY-PASS, INC. Represented By-Pass, a medical technology company in the field of cardiology, in a $3.5 million investment by a subsidiary of Johnson & Johnson in the company’s third-round preferred stock.This most recent investment was part of an investment and licensing relationship with Johnson & Johnson expected to yield By-Pass at least $16.5 million.
Paul I. Rachlin, Avshalom Yotam
INVESTOR GROWTH CAPITAL Represented Investor Growth Capital in preferred stock investments in Princeton Optronics,White Rock Networks and Aplion. Julie M. Allen, Pamela L.
Kramer, Rachel Parsons
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J.P MORGAN . We continued our longstanding representation of J.P. Morgan in private equity investments, ranging from early-stage venture capital to large acquisition and corporate finance transactions.We also continue to represent J.P. Morgan in connection with fund formation and placement activities. Thomas W.
Dollinger, Jack P. Jackson, Adam J. Kansler, William Krisel, Bruce L. Lieb, Janice K. Smith, Michael J. Chiaravalloti, Steven Chiodini, Christopher Harding, Chip Parsons, Marc A. Persily, Michael A. Ramos, Stephen F. Reed, Ori Solomon
RELATED CAPITAL COMPANY Represented Related Capital Company, a real estate finance company, in raising $500 million in a series of investment partnerships, and closed approximately 50 investments in entities owning affordable housing properties for purchase prices aggregating over $1 billion. Ira Akselrad, Alan S.
Cohen, Mark A. Kreitman, Kenneth Krug, Arnold J. Levine, Gail S. Port, Paul D. Rubenstein, Kelly Baldwin, Steven A. Beede, Aliza R. Cinamon, Stephanie Feingold, John Fox-Snider, Darryl Gibbs, Stuart T. Kapp, Pamela L. Kramer, Scott Silver, Michael C. Swiader
J.P MORGAN INVESTMENT . MANAGEMENT Representing funds managed by J.P. Morgan Investment Management in investments in venture capital and corporate finance instruments. Jacob I. Friedman,
William Krisel, Howard N. Lefkowitz, Stephen A. Devaney, Stephanie Feingold, Gretchen Lamberg, Amanda H. Nussbaum
W.R. HAMBRECHT & CO. Represented investor group led by W. R. Hambrecht in preferred stock investments in SpirianTechnologies, Inc. and TeraOp (USA) Inc. Julie M. Allen,
Pamela L. Kramer
ZCM ASSET HOLDING COMPANY (BERMUDA) LIMITED Represented ZCM Asset Holding Company (Bermuda) Limited, an affiliate of Zurich Insurance, in $175 million preferred stock investment in S.A.C. Capital International Ltd., an offshore fund-of-funds.
Charles E. Dropkin, Michael A. Midura, Troy Willitt
LINCOLNSHIRE EQUITY FUND II, LLP Represented Lincolnshire leveraged buyout fund in its follow-on round of investor financing, raising an additional $40 million, bringing the total fund to approximately $300 million. Arnold J. Levine,
Steven A. Meetre
PIPE INVESTMENTS
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ZURICH CAPITAL MARKETS INC. Represented Zurich Capital Markets Inc. in connection with the sale of $13.7 million of equity interests in its subsidiary Mills Capital Management LLC, representing a sale of a majority of the equity of Mills in the form of $7.7 million of limited liability company interests and a $5 million convertible promissory note. The proceeds of the offering were used by Mills to purchase certain specified financial assets from certain trusts. In connection with the sale of equity, Zurich also provided a $122 million credit facility to Mills. Charles E.
Dropkin, Alan P. Parnes, Gail Sanger, Janice K. Smith, Pamela L. Kramer, Oliverio Lew, Amanda H. Nussbaum
Represented several institutional investors
in PIPE (private investment in public equity) transactions, including investments in Mercator Software, Inc., Aspen Technology, Inc., Exchange Applications, Inc., and EarthShell Corporation.
Adam J. Kansler, Richard H. Rowe, Paula M. Corsaro, Gary Malhotra, Ori Solomon
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Represented investors in a PIPE investment
in Exchange Applications, Inc. Adam J. Kansler,
Richard H. Rowe, Paula M. Corsaro, Ori Solomon
RADIANCY, INC. Represented Radiancy, a medical technology company in the field of dermatology, in the completion of the company’s $4.5 million Series A financing. Paul I.
Rachlin, Y. Dave Silberman, Avshalom Yotam
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TECHNOLOGY, MEDIA & TELECOMMUNICATIONS
CITYNET TELECOMMUNICATIONS, INC. Represented CityNet in its Series B preferred stock offering. The offering raised $175 million for the company to enable it to deploy its fiber optic loop through cities to individual commercial buildings via access through existing infrastructure. Current cities include cities in the U.S. and Europe. Investors included Telecom Partners,The Carlyle Group, Crescendo Ventures, Berkshire Partners, Trimaran Fund and Great Hill Partners. Christopher
Kelly, Susan Joe, Beth B. Smigel, Troy Willitt
COMTECH TELECOMMUNICATIONS CORP . Represented Comtech in its $12 million acquisition of a business unit from Ericson. Robert A. Cantone,
Edward Scheuermann, Kristen W. Prohl
EAGLE ENGINEERING, INC. Represented Eagle Engineering, an intermediary between designers and manufacturers, in connection with electronic commerce, licensing and commercial matters. William M. Hart, David A. Bondy,
Christopher M. Jaskiewicz
ALCATEL
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ELCOM TECHNOLOGIES, INC. Representing Elcom Technologies, Inc., a company in New Jersey that designs and manufactures components for satellite communications networks, in raising $8.5 million in an institutional financing round led by Genesis Partners, an Israeli venture capital group. Jeffrey A. Horwitz, Wendy J. Schriber,
Solomon L. Warhaftig, Yuval Tal, Ido Warshavski
Represented Alcatel in acquisition of Astral
Point Communications, Inc., a privately held corporation located in Boston, Massachusetts. Astral Point creates next-generation SONET metropolitan optical systems. Under the terms of the merger agreement, Alcatel will issue an aggregate of 9 million Class A ADSs and shares for all of the outstanding capital stock, options and warrants of Astral Point.The acquisition has an implied value of €153 million. Lauren K. Boglivi, Stanley
Komaroff, Janet B. Korins, Gail S. Port, Andrea S. Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. Cinamon, Paula M. Corsaro, Deniz Haupt, Susan Joe, Mark W. Levine, Amanda H. Nussbaum, Michael J. Perloff
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GRAY COMMUNICATIONS SYSTEMS, INC. Represented Gray Communications in refinancing of high-yield debt.The refinancing was accomplished through a Rule 144A offering of $180 million principal amount of 9.25% Senior Subordinated Notes due 2011, the proceeds of which were used to redeem Gray’s 10 5⁄8 % Senior Subordinated Notes due 2006. Robert A. Cantone, Arnold S.
Jacobs, Jason D. Fernbach, Alexa D. Isbel, Arthur G. Levy, Michael R. Neidell, Kristen W. Prohl, Beth B. Smigel
Represented Alcatel in its acquisition of Kymata
Ltd., a leading European technology company that concentrates on developing and manufacturing optical components and sub-systems for optical networks. The acquisition is valued at $122 million. Jean-Philippe Berthet, Lauren K. Boglivi,
Stanley Komaroff, Richard H. Rowe, Delia M. Spitzer, Christopher M. Jaskiewicz
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INFORMA GROUP PLC Represented Informa Group plc and its subsidiary, Informa USA, Inc., in the $45 million acquisition of all of the outstanding stock of MCM Group Inc., which is engaged in the business of providing fixed income, equity and foreign exchange information to financial institutions. Bertram A. Abrams,
Robert K. Kane
PRICE COMMUNICATIONS Represented Price Communications in connection with its agreement to transfer its cellular wireless business to Verizon Communications for consideration valued at $1.15 billion (plus the assumption of $550 million of net debt). Verizon Communications operates its cellular wireless business through Cellco, a joint venture with Vodafone plc. Cellco is the largest provider of cellular wireless services in the United States. Robert K. Kane, Gail S. Port,
Richard H. Rowe, Peter G. Samuels, Janice K. Smith, Solomon L. Warhaftig, Kelly Baldwin, David A. Bondy, Aliza R. Cinamon, Tammy Fried, Ronald S. Kornreich, Amanda H. Nussbaum, Marissa J. Tiamfook
THE LAIRD GROUP PLC Represented The Laird Group in a purchase by a subsidiary of R&F Products, Inc. R&F produces microwave absorber products for the telecommunications and defense industries (where the products are used for stealth technologies). Steven L.
Kirshenbaum, Gail S. Port, Aliza R. Cinamon, Jon H. Oram, Jonathan W. Stein
READER’S DIGEST Represented Reader’s Digest in the sale of the subscriber list of Walking Magazine to Time, Inc.
Bertram A. Abrams, Robert K. Kane
MARKETAXESS We continued our representation of MarketAxess, a leading Internet-based multi-dealer research and trading platform for credit products, in the addition of new dealers and investors and in general corporate matters. Ira G. Bogner, Adam J. Kansler,
Michael J. Chiaravalloti, Michael J. Perloff, Ori Solomon
SUPERCANAL HOLDING S.A. Representing Supercanal, an Argentine cable television provider, in the restructuring of its $650 million indebtedness within the context of an Argentine bankruptcy reorganization process. Michael E.
Foreman, Carlos E. Martinez, Oliverio Lew
MAXCOM TELECOMUNICACIONES, S.A. DE C.V. Representing Maxcom, a Mexican facilities-based local and long distance telephone company, in the restructuring of its $300 million 13 3⁄4% senior notes due 2007 and a new $70 million capital infusion. Michael E. Foreman, Janet B. Korins, Carlos E.
Martinez, Richard H. Rowe, Neil S. Belloff, Robert Ivanschitz, Amanda H. Nussbaum, Carla Passos
SWELLCO Represented new entity founded by designer Cynthia Rowley and her co-author, Ilene Rosenzweig, of the bestseller “Swell: A Girls’ Guide to the Good Life,” in significant licensing agreement with major national retailer to develop and exploit products using the “Swell” brand. Jeffrey A. Horwitz, Alexa
D. Isbel, Yuval Tal
TVN ENTERTAINMENT GROUP ML MEDIA PARTNERS, L.P . Representing ML Media Partners, L.P. in $275 million sale of its 50% interest in Century-ML Cable Venture, which owns cable systems in Puerto Rico. Bertram A. Abrams, Lawrence H. Budish Represented TVN in $250 million-plus restructuring of public and private debt, and equity. Bruce E. Fader,
William M. Hart, Sheldon I. Hirshon, Jeffrey A. Horwitz, Steven M. Kayman, Alan P. Parnes, Richard H. Rowe, Seth B. Schafler, Lisa A. Chiappetta, Gary Malhotra, Hayes Michel, Renata C. Pompa, Yuval Tal
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SECURITIES OFFERINGS
CROSS COUNTRY, INC. Represented Cross Country, Inc. in initial public offering of its common stock. Cross Country is the largest provider of healthcare staffing services in the United States. Charterhouse Group International, Inc. controls Cross Country, and the balance of Cross Country’s outstanding shares are owned by Morgan Stanley Private Equity and the management and employees of Cross Country. The aggregate offering price was $152.7 million. Merrill Lynch & Co. and Salomon Smith Barney served as lead underwriters in the offering. Julie M. Allen,
Stephen W. Rubin, Solomon L. Warhaftig, Ross H. Klenoff, Gretchen Lamberg, Jack B. Spizz, Ellen Yu
DONNA KARAN INTERNATIONAL Represented Donna Karan International in its acquisition BLACKFIN CAPITAL, LLC Represented Blackfin Capital in a convertible preferred stock investment in American Auto Exchange, Inc.
Robert A. Cantone, Christopher Kelly, Christopher M. Jaskiewicz, William Marroletti
by LVMH Moet Hennessy Louis Vuitton, the world’s largest luxury goods company, in a transaction valued at $240 million. Arnold S. Jacobs,
Gregg M. Mashberg, Andrea S. Rattner, Henry O. Smith III, Michael A. Katz, Michael R. Neidell
CITYNET TELECOMMUNICATIONS, INC. Represented CityNet in its Series B preferred stock offering. The offering raised $175 million for the company to enable it to deploy its fiber optic loop through cities to individual commercial buildings via access through existing infrastructure. Current cities include cities in the U.S. and Europe. Investors included Telecom Partners,The Carlyle Group, Crescendo Ventures, Berkshire Partners,Trimaran Fund and Great Hill Partners. Christopher Kelly,
Susan Joe, Beth B. Smigel, Troy Willitt
GRAY COMMUNICATIONS SYSTEMS, INC. Represented Gray Communications in refinancing of high-yield debt. The refinancing was accomplished through a Rule 144A offering of $180 million principal amount of 9.25% Senior Subordinated Notes due 2011, the proceeds of which were used to redeem Gray’s 10 5⁄8% Senior Subordinated Notes due 2006. Robert A. Cantone, Arnold S.
Jacobs, Jason D. Fernbach, Alexa D. Isbel, Arthur G. Levy, Michael R. Neidell, Kristen W. Prohl, Beth B. Smigel
COMMERCIAL VENTURES Represented Commercial Ventures in connection with:
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HENRY SCHEIN, INC. Represented Henry Schein in $150 million secondary offering of shares; completed as block trades.
Robert A. Cantone
$88 million preferred equity investment in $26 million preferred equity investment in
AP Adler Investment Fund 2, L.P.
I
CK Bergen Associates. Steven L. Lichtenfeld,
Ricky Chung
INSIGNIA Representing Insignia controlled fund in $50 million private placement. Allan R. Williams, Rachel
Parsons
10
INTERLIANT, INC. Represented Interliant in a $165 million public exchange offer and private exchange of its outstanding subordinated debt for senior debt, warrants and cash.
James D. Meade, Richard H. Rowe, Stephen W. Rubin, Solomon L. Warhaftig, Allan R. Williams, R. Bruce Steinert, Ido Warshavski
RELATED CAPITAL COMPANY Represented Related Capital Company, a real estate finance company, in raising $500 million in a series of investment partnerships, and closed approximately 50 investments in entities owning affordable housing properties for purchase prices aggregating over $1 billion. Ira Akselrad, Alan S. Cohen,
Mark A. Kreitman, Kenneth Krug, Arnold J. Levine, Gail S. Port, Paul Rubenstein, Kelly Baldwin, Steven A. Beede, Aliza R. Cinamon, Stephanie Feingold, John Fox-Snider, Darryl Gibbs, Stuart T. Kapp, Pamela L. Kramer, Scott Silver, Michael Swiader
JAS MANAGEMENT CORP . Representing JAS Management Corp., the issuer, in a $3 million private placement. Kathy H. Rocklen KSH INVESTMENT GROUP INC. , Representing KSH Investment Group, Inc. as placement agent for Hydrogel Design Systems, Inc., in $5.25 million private placement. Kathy H. Rocklen,
Rachel S. Lerner
WHEELING ISLAND GAMING, INC. Represented Wheeling Island Gaming, Inc. in connection with $125 million Rule 144A offering of its 10 1⁄8% Senior Notes due 2009. Julie M. Allen, Sarah J.
Deitch, Gary Ross, Melissa L. Westbrook
LITTLE SWITZERLAND, INC. Represented Little Switzerland, Inc. in a private placement of equity securities with Tiffany & Co. International Inc., an affiliate of Tiffany and Company. The transaction also involved the negotiation of credit facilities with Tiffany and The Chase Manhattan Bank for a total deal value of approximately $15 million. Jack P. Jackson, Steven A.
Meetre, Adrienne Mundy-Shephard
X-TECHNOLOGIES, INC. Represented X-Technologies, Inc., a medical devices maker in the field of cardiology, in connection with private placement of Series A Preferred Stock.
Paul I. Rachlin, Rachel Parsons, Y. Dave Silberman
PROTEOLOGICS, INC. Represented Proteologics, a proteomics company, in completion of $14.5 million Series A Preferred Stock investment by Concord Ventures LLP and Challenge Fund Etgar II, L.P. Paul I. Rachlin PROVIDENCE CAPITAL Represented Providence Capital, an NASD-registered broker-dealer, in connection with its proposed proxy contests regarding Healthcare Recoveries, Inc. (NASDAQ: HCRI) and Spacelabs Medical Inc. (NASDAQ: SLMD). With Proskauer’s assistance, Providence reached an agreement pursuant to which Herbert A. Denton, the president of Providence, obtained a seat on the HCRI board of directors. Proskauer negotiated a settlement agreement with SLMD pursuant to which Providence designated two directors to serve on the SLMD board. Arnold S. Jacobs, Peter G.
Samuels, Paula M. Corsaro, Ronald S. Kornreich
11
BANKING & FINANCE
ESTATE OF MARTIN S. DAVIS Represented the Estate of Martin Davis in the restructuring of debt of Lionel L.L.C., the toy train manufacturer. Lionel L.L.C. is an indirect subsidiary of the Estate. Ronald R. Rauchberg, Lucien D. White FINANCIAL STRUCTURES LTD. Represented Financial Structures, an insurance company, in providing credit enhancement via an insurance policy to the repackaging of rated securities.
James M. Waddington, Lucien D. White
GMAC CARD GUARD SCIENTIFIC SURVIVAL LTD. Represented Card Guard Scientific Survival Ltd. and its wholly owned subsidiaries LifeWatch Holding Corporation and Card Guard Technologies, Inc. in $50 million debt financing from Bank Hapoalim and Bank Leumi. Jeffrey A. Horwitz, Michael L.
Eden, Yuval Tal
Representing GMAC in connection with a $250 million senior secured revolver to a mezzanine fund sponsored by Apollo. Steven L. Lichtenfeld,
Janice K. Smith
GMAC COMMERCIAL MORTGAGE BANK (IRELAND), PLC Represented GMAC Commercial Mortgage Bank (Ireland), PLC in connection with a € 92 million mezzanine loan to Georges Holding SAS, a French real estate company. Steven L. Lichtenfeld, Beth B.
Smigel
CHARTERHOUSE GROUP INTERNATIONAL, INC. Represented Charterhouse Group in connection with the purchase of $20 million of convertible debt of Interliant, Inc. Stephen W. Rubin, David A. Bondy
GRAY COMMUNICATIONS SYSTEMS, INC. CONTINUATION INVESTMENT PARTNERS, L.P .
I
Represented Gray Communications in refinancing of high-yield debt. The refinancing was accomplished through a Rule 144A offering of $180 million principal amount of 9.25% Senior Subordinated Notes due 2011, the proceeds of which were used to redeem Gray’s 10 5⁄8 % Senior Subordinated Notes due 2006. Robert A. Cantone, Arnold S.
Jacobs, Jason D. Fernbach, Alexa D. Isbel, Arthur G. Levy, Michael R. Neidell, Kristen W. Prohl, Beth B.
Represented investor group led by
Continuation Investment Partners in a $25 million preferred stock investment in ThruComm, Inc.
I
Represented Continuation Investment Partners
in providing bridge financing to Hotelevision, Inc.
Julie M. Allen, Sarah J. Deitch
DELIA*S CORP . Represented dELiA*s Corp. in obtaining a $25 million line of credit from Wells Fargo Retail Finance, LLC. Founded in 1993 as a catalog business, dELiA*s opened its first retail store and launched its web site (www.dELiAs.com) in 1998 and has expanded rapidly to become a leader in multi-channel retailing in the teen market (for apparel, accessories and home furnishings). Jeffrey A. Horwitz, Jack P.
Jackson, Janice K. Smith, Susan Joe, Chip Parsons
Smigel
LINCOLNSHIRE MANAGEMENT, INC. Represented Lincolnshire Management, Inc. in restructuring of debt of various of its affiliates’ portfolio companies. Arnold J. Levine, Lucien D. White LITTLE SWITZERLAND, INC. Represented Little Switzerland, Inc. in a private placement of equity securities with Tiffany & Co. International Inc., an affiliate of Tiffany and Company. The transaction also involved the
12
negotiation of credit facilities with Tiffany and The Chase Manhattan Bank for a total deal value of approximately $15 million. Jack P. Jackson, Steven
A. Meetre, Adrienne Mundy-Shephard
UBS Advised UBS Warburg in connection with the structuring and offering of €46 million of floating rate notes backed by credit-linked notes and collateralized debt obligations. James M. Waddington
MARVEL ENTERPRISES, INC. Represented Special Committee of the Board of Directors of Marvel Enterprises, Inc. (New York Stock Exchange), one of the world’s most prominent character-based entertainment companies, in connection with a senior debt refinancing guaranteed by a related party who is to receive warrants as the consideration and a long-term executive agreement with the related party who is to receive options as the compensation. Robert A.
Cantone, Richard L. Goldberg
ZCM TRADING (IRELAND) LTD. Represented ZCM Trading (Ireland) Ltd. in senior secured credit facilities totaling more than $415 million to: Tremont Oak Fund, LDC, Olympia Diversified Strategies Fund Limited, Richcourt Opportunity S Inc., Richcourt Opportunity L Inc., Wimbledon Class B Fund, Ltd., and Fairfax Fund Limited. Charles E. Dropkin, Stephen A. Devaney,
Y. Dave Silberman
ZURICH BANK OVERSEAS SHIPHOLDING GROUP Advised Overseas Shipholding Group in connection with a $350 million syndicated loan. James M.
Waddington
Representing Zurich Bank in a $50 million senior secured credit facility to Meritage Fund Ltd.
Charles E. Dropkin, Y. Dave Silberman
ZURICH CAPITAL MARKETS INC. PHILADELPHIA EAGLES Representing Philadelphia Eagles in a $180 million, twenty year commercial paper facility led by an affiliate of Fleet National Bank that will provide both construction and permanent financing for the Eagles’ new football-based stadium. Joseph M.
Leccese, Wayne D. Katz, Gary Malhotra, Jon H. Oram
I
Represented Zurich Capital Markets Inc. in
connection with the sale of $13.7 million of equity interests in its subsidiary Mills Capital Management LLC, representing a sale of a majority of the equity of Mills in the form of $7.7 million of limited liability company interests and a $5 million convertible promissory note. The proceeds of the offering were used by Mills to purchase certain specified financial assets from certain trusts. In connection with the sale of equity, Zurich also provided a $122 million credit facility to Mills. Charles E. Dropkin, Alan P. Parnes, Gail
Sanger, Janice K. Smith, Pamela L. Kramer, Oliverio Lew, Amanda H. Nussbaum
I
S2 HOLDINGS, INC. Represented S2 Holdings, Inc. in its $35 million acquisition of the residual interests in four securitized receivables vehicles in exchange for notes and warrants. Ira Akselrad, Emerson S. Moore, Lucien D.
White
Represented Zurich Capital Markets Inc. in
SEKANI, INC. Represented Sekani, a distributor of digital moving images, in issuance of $7.5 million of convertible bridge notes to investors including RRE, Infinity, Bessemer, Corbis and others. Steven A. Fishman,
Jeffrey A. Horwitz, Michael A. Midura
senior credit facilities to: Hedge Fund Investment Company, L.P., Emerald Investments II, Javelin MultiStrategy Fund Limited, Zurich Premier Series Ltd., and Ritchie Capital Management, L.L.C. totaling over $503 million. Charles E. Dropkin, Janice K.
Smith, Stephen A. Devaney, Emerson S. Moore
I
Represented Zurich Capital Markets Inc. in a
synthetic loan to Allen Perkins Limited. Charles E.
Dropkin, Stephen A. Devaney
13
HOSPITALITY
BOYKIN MANAGEMENT COMPANY Represented Boykin Management Company Limited Liability Company (“BMC”), an entity principally owned by Robert W. Boykin, Chairman of the Board and Chief Executive Officer of Boykin Lodging Company (a NYSE hotel REIT), in connection with the sale on January 1, 2002 by BMC to Boykin Lodging Company of membership interests in 16 companies holding leases for 25 hotel properties in 14 states in consideration for REIT securities and OP Units. Ira Akselrad, Perry A.
Cacace, Michael E. Feldman, Jeffrey A. Horwitz, Allan R. Williams, Nicholas Athanail, David A. Bondy, Andrea Morgan, Yuval Tal, Lana T. Yang
SAIRGROUP Represented SAirRelations, a division of SAirGroup (the parent of Swissair), in the sale of its international luxury hotel chain, Swissotel Hotels and Resorts, to Singapore’s Raffles Holdings Limited for approximately CHF 410 million, plus the assumption by Raffles of approximately CHF 122 million in debt. (Excluded from the transaction were properties owned by Swissotel in Vienna and Seoul.) Perry A.
Cacace, Robert A. Cantone, Michael E. Feldman, Jeffrey A. Horwitz, Stuart L. Rosow, Mutul I. Desai, Stephanie R. Feingold, Robert E. Ivanschitz, Susan I. Joe, Michael A. Katz, Ronald S. Kornreich, Rick J. Kozody, Mark W. Levine, Eric D. Most, Kristine W. Prohl, Gregg Reed, Matthew Sabloff, Yuval Tal, Lana
INDEPENDENT FIDUCIARY SERVICES, INC. & LASALLE INVESTMENT MANAGEMENT Retained by Independent Fiduciary Services, Inc., the independent fiduciary, and LaSalle Investment Management, Inc., the qualified professional asset manager, on behalf of the Plumbers and Pipefitters National Pension Fund (the “Fund”) in connection with the Fund’s $700 million development project of the Diplomat Resort and Country Club and Spa, a first class convention center hotel and luxury country club and spa with approximately 1060 guest rooms, located in Hollywood/Hallendale, Florida. Ira Akselrad, Rory Judd Albert, Michael E.
Feldman, Jeffrey A. Horwitz, Steven E. Obus, George A. Pincus, Myron D. Rumeld, Wendy J. Schriber, Steven D. Weinstein, Gary Malhotra, Robert M. Projansky, Yuval Tal, Troy E. Willitt
T. Yang
VORNADO
I
Represented Vornado-owned Hotel Pennsyl-
vania in connection with various meeting space agreements, group room agreements, licensing agreements and other commercial agreements.
Michael E. Feldman, Lawrence J. Lipson, Christopher M. Jaskiewicz
I
Represented Vornado with respect to its invest-
ment in the Russian Tea Room. Jeffrey A. Horwitz,
Lawrence J. Lipson, Lana T. Yang
14
SPORTS & ENTERTAINMENT
$121 million. Simultaneously, we represented Loria with the purchase of the Marlins for approximately $159 million from an entity owned by John Henry, who leads a group that is buying the Boston Red Sox. Ira Akselrad, Wayne D. Katz,
Steven D. Weinstein, Craig A. Bitman, Michael J. Chiaravalloti, Amanda Nussbaum, Robert M. Projansky, Jack B. Spizz.
PHILADELPHIA EAGLES Represented Philadelphia Eagles in broad range of transactions relating to the development and financing of its new football-based stadium, including:
I
Lease and Development Agreement with the Project Management Agreement for construc$180 million, twenty year commercial paper
LINCOLNSHIRE MANAGEMENT, INC. Represented Lincolnshire Management, Inc. in its acquisition, through an affiliate, of all of the stock of the seven subsidiaries that comprise the Team Sports Division of Riddell Sports Inc. (AMEX: RDL), for a purchase price of approximately $61 million in cash plus adjustments to cover seasonal funded indebtedness of the business. The Riddell Team Sports Division is a leading provider of athletic equipment, uniforms and practice wear. Perry A.
Cacace, Michael E. Feldman, Jack P. Jackson, Arnold J. Levine, Jeffrey Levitin, Gail S. Port, Stuart L. Rosow, Dale A. Schreiber, Janice K. Smith, David Alin, Craig A. Bitman, David A. Bondy, Russell Gaudreau, Paul Hotaling, Ronald S. Kornreich, Eric D. Most, Renata C. Pompa, Gregg Reed, Andrew Rettig, Michael C. Swiader, Ido Warshavski, Troy Willitt
Philadelphia Authority for Industrial Development.
I
tion of new Eagles Stadium.
I
facility led by an affiliate of Fleet National Bank that will provide both construction and permanent financing for the Eagles’ new football-based stadium. Joseph M. Leccese, Lawrence H. Budish,
Wayne D. Katz, Dain C. Landon, Gary Malhotra, Jon H. Oram
SEKANI, INC. Represented Sekani, a distributor of digital moving images, in:
I
The sale of substantially all its assets and the
assets of its German subsidiary, Film Bank Deutschland, GmbH, to an entity owned by Corbis Corporation, the world’s largest owner of fixed images. The purchase price included cash and the assumption of operating liabilities. Steven
A. Fishman, Leon P. Gold, Sheldon I. Hirshon, Jeffrey A. Horwitz, Solomon L. Warhaftig, Lisa E. Funk, Michael A. Midura, Matthew Sabloff
I
MARVEL ENTERPRISES, INC. Represented Special Committee of the Board of Directors of Marvel Enterprises, Inc. (New York Stock Exchange), one of the world’s most prominent character-based entertainment companies, in connection with a senior debt refinancing guaranteed by a related party who is to receive warrants as the consideration and a long-term executive agreement with the related party who is to receive options as the compensation. Robert A.
Cantone, Richard L. Goldberg
Issuance of $7.5 million of convertible bridge
notes to investors including RRE, Infinity, Bessemer, Corbis and others. Steven A. Fishman,
Jeffrey A. Horwitz, Michael A. Midura
SMALL WORLD MEDIA, INC. Represented Small World Media, Inc. in $15 million sale of substantially all of its assets to Vulcan Media Sports, Inc. (the parent company of the Sporting News owned by Paul Allen). Julie M.
Allen, Jack B. Spizz
MONTREAL EXPOS/FLORIDA MARLINS Represented the Montreal Expos, L.P., an entity controlled by Jeffrey H. Loria, in the sale of the Expos to Major League Baseball for approximately
15
MEDICAL TECHNOLOGY & PHARMACEUTICAL
of substantially all the assets and business of Quality Diagnostic Service, Inc., a subsidiary of Medical Healthcare,Inc. Jeffrey A. Horwitz, Michael L. Eden,
Yuval Tal
CELGENE CORPORATION Represented Celgene in acquisition of option to purchase assets of Penn Pharmaceuticals Limited.
Robert A. Cantone
FAHNESTOCK & CO. INC. Represented Fahnestock as placement agent for PIPE transaction for Meridian Medical Technologies, Inc., a medical device and pharmaceutical company.
Paul M. Rachlin
HENRY SCHEIN, INC. Represented Henry Schein in $150 million secondary BIOVAIL CORPORATION Represented Biovail Corporation in the completion of its $400 million-plus acquisition of the North American rights to the Cardizem family of products from Aventis Pharmaceutical Inc. Arnold J.
Levine, Allan R. Williams, Rachel Parsons
offering of shares; completed as block trades.
Robert A. Cantone
INSTITUTO GRIFOLS, S.A. Represented Instituto Grifols, S.A., a subsidiary of Probitas Pharma, S.A., a Spanish company engaged in the business of manufacturing, processing and distributing medical products, in the acquisition of SeraCare, Inc., an operator of plasma collection centers headquartered in Los Angeles, California, for $116.5 million, plus the assumption of debt for a total deal value of approximately $150 million. The transaction also involved the spin-off to SeraCare’s stockholders of SeraCare’s Life Sciences subsidiary (formerly known as The Western State Group, Inc.). Proskauer also advised Probitas Pharma on the financing for the transaction. Arnold J. Levine, Edward S. Kornreich, Carlos
E. Martinez, Stuart L. Rosow, Richard H. Rowe, Dale A. Schreiber, Janice K. Smith, Michael L. Eden, Herschel Goldfield, Robert Ivanschitz, Michael A. Katz, Judy Lee, Oliverio Lew, Steven A. Meetre, Carla Passos, Stephen F. Reed, Andrew Rettig, Jonathan E. Rich, Matt Sabloff
BY-PASS, INC. Represented By-Pass, a medical technology company in the field of cardiology, in a $3.5 million investment by a subsidiary of Johnson & Johnson in the company’s third-round preferred stock. This most recent investment was part of an investment and licensing relationship with Johnson & Johnson expected to yield By-Pass at least $16.5 million.
Paul I. Rachlin, Avshalom Yotam
CARD GUARD SCIENTIFIC SURVIVAL LTD./ LIFEWATCH HOLDING CORPORATION
I
Represented Card Guard Scientific Survival
Ltd., an Israeli company traded on the SWX Swiss Exchange, and its wholly owned subsidiaries LifeWatch Holding Corporation and Card Guard Technologies, Inc. in $50 million debt financing from Bank Hapoalim and Bank Leumi. Jeffrey A.
Horwitz, Michael L. Eden, Gary Malhotra, Yuval Tal
I
Represented Card Guard Scientific Survival
Ltd. and its wholly owned subsidiary LifeWatch Holding Corporation in $18 million acquisition
16
Represented Proteologics, a proteomics company, in completion of $14.5 million Series A Preferred Stock investment by Concord Ventures LLP and Challenge Fund Etgar II, L.P. Paul I. Rachlin RADIANCY, INC. Represented Radiancy, a medical technology company in the field of dermatology, in the completion of the company’s $4.5 million Series A financing. Paul I.
Rachlin, Y. Dave Silberman, Avshalom Yotam
WOOD WORLDWIDE INC. Represented Wood Worldwide Inc. and its Swiss affiliate in connection with the sale of the entities to Interbrand, a subsidiary of Omnicom Group Inc., one of the world’s leading advertising and branding firms. Wood is the leading marketing and branding management consulting firm in the pharmaceutical industry and consumer health care products and has created over 500 successful brands, including 40 of the world’s top 100 brand names: Viagra, Prozac, Celebrex,Valtrex, Prilosec, and Mylanta are examples. The purchase price was $17 million in cash and Omnicom stock. Sheldon I. Hirshon,
Jeffrey A. Horwitz, Janet B. Korins, Renata C. Pompa, Michael L. Eden
RESTRUCTURINGS
ACCOR S.A. Represented Accor S.A., the French hotel and travel giant, in the restructuring of WorldRes, a U.S.based Internet-enabled hotel reservations and distribution network. Other investors included Boston Consulting Group and Starwood Hotels & Resorts. Accor had originally invested in WorldRes and its European-focused subsidiary in April and June of 2000. Jeffrey A. Horwitz, Richard
H. Rowe, William Marroletti, Michael A. Midura, Michael Ramos, Yuval Tal
PROTEOLOGICS, INC.
ALLEGHENY HEALTH EDUCATION AND RESEARCH FOUNDATION Represented William J. Scharffenberger as Chapter 11 a maker of cardiotrustee of Allegheny Health Education and Research Foundation (AHERF), the nation’s largest not-for-profit health care bankruptcy, in connection with liquidation of claims and distribution to holders of $1.2 billion of debt, as well as in connection with a settlement of a preference action with Mellon Bank which resulted in a $52 million payment to the estate. Michael E. Foreman,
Marc J. Goldstein, Claire P. Gutekunst, Alan B. Hyman, Steven M. Kayman, Jeffrey W. Levitan, Seth B. Schafler, Lisa A. Chiappetta, Brian Friedman, Dina R. Johnson
X-TECHNOLOGIES, INC.
I Represented X-Technologies,
vascular products, in connection with private placement of Series A Preferred Stock. Paul I.
Rachlin, Rachel Parsons, Y. Dave Silberman
I
Represented X-Technologies in its acquisition
of privately held MEDgination Inc. in a stock-forstock transaction valued at approximately $25 million. MEDgination Inc. is based in San Diego, California, and is engaged in the development and sale of balloon catheters and related products for cardiovascular surgeons. They have research and development facilities in Israel and its corporate headquarters is in the U.S. Alan P. Parnes, Paul I.
Rachlin, Rachel Parsons, Matthew Sabloff, Ido Warshavski
AMERICAN SPECTRUM REALTY, INC. Represented American Spectrum in connection with the consolidation of eight public partnerships and 20 private partnerships into a corporation listed on the American Stock Exchange. The total value of the transaction was approximately
(Continued)
17
RESTRUCTURINGS CONTINUED
$268.8 million and involved 34 properties and a management company. Peter M. Fass, Steven A.
Fishman, Gail S. Port, Stuart L. Rosow, Stephanie Feingold, Andrew Komaromi, Rick Kozody, Arthur G. Levy, Craig Masheb
tion with the amendment of approximately 30 partnership agreements and tender offer for limited partnership interests by affiliates of the general partners. Peter M. Fass, Janet B. Korins, Michael
Swiader, Troy Willitt
LECHTERS Representing Lechters in restructuring approximately $100 million of debt in Chapter 11 proceedings.
Klaus Eppler, Alan B. Hyman, Jeffrey W. Levitan, Lisa A. Chiappetta
SUPERCANAL HOLDING S.A. Representing Supercanal, an Argentine cable television provider, in the restructuring of its $650 million indebtedness within the context of an Argentine bankruptcy reorganization process. Michael E.
Foreman, Carlos E. Martinez, Oliverio Lew
MORRIS MATERIAL HANDLING, INC. Concluded restructuring of $350 million in debt of Morris Material Handling and, in connection with its emergence from Chapter 11 bankruptcy proceedings, represented Morris Material Handling and its U.S. subsidiaries in obtaining a $30 million line of credit from Congress Financial Corporation. Alan B. Hyman, Jeffrey W. Levitan, Gail S.
Port, Lowell D. Willinger, Jason D. Fernbach, Emerson S. Moore, Carla Passos, Lucien D. White
TANDYCRAFT Representing Chapter 11 debtors in connection with the restructuring of approximately $75 million of debt of Tandycraft. Alan B. Hyman, Scott K.
Rutsky, Michael E. Callahan, Dina Johnson
TVN ENTERTAINMENT GROUP Represented TVN in $250 million-plus restructuring of public and private debt, and equity. Bruce E. Fader,
William M. Hart, Sheldon I. Hirshon, Jeffrey A. Horwitz, Steven M. Kayman, Alan P. Parnes, Richard H. Rowe, Seth Schafler, Lisa A. Chiappetta, Gary Malhotra, Hayes Michael, Renata C. Pompa, Yuval Tal
THE MUSEUM COMPANY Represented the Chapter 11 debtors in the restructuring of $50 million of debt of The Museum Company. Alan B. Hyman, Jeffrey W. Levitan,
Lisa A. Chiappetta, David Levin
U.S. INDUSTRIES Represented U.S. Industries in connection with its comprehensive restructuring of bank and institutional debt exceeding $1.2 billion. The restructuring extended the final maturity debt of the company’s credit facilities, and provided for significant scheduled reductions of the company’s senior debt through cash flow, asset sales and/or a refinancing, in accordance with the company’s strategic business plan and in a manner intended to maximize the value of U.S. Industries’ assets. Support for the restructuring was unanimous among more than 50 bank and institutional creditors. At the time of the restructuring, U.S. Industries owned several major businesses manufacturing and selling branded, consumer-oriented building products, including the Jacuzzi, Ames True Temper, Sundance Spas, Zurn and Eljer brands. Michael E. Foreman,
Alan B. Hyman, Jeffrey W. Levitan, Dina Johnson, Gary Malhotra, Beth B. Smigel
RIDGEWOOD POWER LLC Represented Ridgewood in connection with the preparation of proxy statements for seven limited liability companies. The proxy statements dealt with the termination of the election as Section 12(g) registered Business Development Companies under the Investment Company Act of 1940 for some of the partnerships and for the restructuring of the management for each of the limited liability companies. Peter M. Fass, Steven A. Fishman, Mark
W. Levine, Gary Malhotra
SAUL STEINBERG Represented Saul Steinberg in connection with restructuring of Reliance Insurance. Ira G. Bogner, Alan B.
Hyman, Scott K. Rutsky
SUMMIT REAL ESTATE ADVISORS, LLC Represented the general partners of Summit in connec18
INTERNATIONAL
CARD GUARD SCIENTIFIC SURVIVAL LTD./ LIFEWATCH HOLDING CORPORATION
I
Represented Card Guard Scientific Survival Ltd.,
an Israeli company traded on the SWX Swiss Exchange, and its wholly owned subsidiaries LifeWatch Holding Corporation and Card Guard Technologies, Inc. in $50 million debt financing from Bank Hapoalim and Bank Leumi. Jeffrey A.
Horwitz, Michael L. Eden, Gary Malhotra, Yuval Tal
I
Represented Card Guard Scientific Survival
Ltd. and its wholly owned subsidiary LifeWatch Holding Corporation in $18 million acquisition ACCOR S.A. Represented Accor S.A., the French hotel and travel giant, in the restructuring of WorldRes, a USbased Internet-enabled hotel reservations and distribution network. Other investors included Boston Consulting Group and Starwood Hotels & Resorts. Accor had originally invested in WorldRes and its European-focused subsidiary in April and June of 2000. Jeffrey A. Horwitz, Richard
H. Rowe, William Marroletti, Michael A. Midura, Michael Ramos, Yuval Tal
of substantially all the assets and business of Quality Diagnostic Service, Inc., a subsidiary of Medical Healthcare, Inc. Jeffrey A. Horwitz,
Michael L. Eden, Yuval Tal
DONNA KARAN INTERNATIONAL Represented Donna Karan International in its acquisition by LVMH Moet Hennessy Louis Vuitton, the world’s largest luxury goods company, in a transaction valued at $240 million. Arnold S. Jacobs,
Gregg M. Mashberg, Andrea S. Rattner, Henry O. Smith III, Michael A. Katz, Michael R. Neidell
ALCATEL
I
Represented Alcatel in acquisition of Astral
EMPRESA ELECTRICA COLBÚN MACHICURA, S.A. Represented Colbún, a Chilean electric utility company, in the purchase of a combined cycle turbine from General Electric. Carlos E. Martinez, Robert Ivanschitz INSTITUTO GRIFOLS, S.A. Represented Instituto Grifols, S.A., a subsidiary of Probitas Pharma, S.A., a Spanish company engaged in the business of manufacturing, processing and distributing medical products, in the acquisition of SeraCare, Inc., an operator of plasma collection centers headquartered in Los Angeles, California, for $116.5 million, plus the assumption of debt for a total deal value of approximately $150 million. The transaction also involved the spin-off to SeraCare’s stockholders of SeraCare’s Life Sciences subsidiary (formerly known as The Western State Group, Inc.). Proskauer also advised Probitas Pharma on the financing for the transaction. Edward S. Kornreich, Arnold J.
Levine, Carlos E. Martinez, Stuart L. Rosow, (Continued)
Point Communications, Inc., a privately held corporation located in Boston, Massachusetts. Astral Point creates next-generation SONET metropolitan optical systems. Under the terms of the merger agreement, Alcatel will issue an aggregate of 9 million Class A ADSs and shares for all of the outstanding capital stock, options and warrants of Astral Point.The acquisition has an implied value of €153 million. Lauren K. Boglivi, Stanley
Komaroff, Janet B. Korins, Gail S. Port, Andrea S. Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. Cinamon, Paula M. Corsaro, Deniz Haupt, Susan Joe, Mark W. Levine, Amanda H. Nussbaum, Michael J. Perloff
I
Represented Alcatel in its acquisition of Kymata
Ltd., a leading European technology company that concentrates on developing and manufacturing optical components and sub-systems for optical networks.The acquisition is valued at $122 million.
Jean-Philippe Berthet, Lauren K. Boglivi, Stanley Komaroff, Richard H. Rowe, Delia M. Spitzer, Christopher M. Jaskiewicz
19
INTERNATIONAL CONTINUED
Richard H. Rowe, Dale A. Schreiber, Janice K. Smith, Michael L. Eden, Herschel Goldfield, Robert Ivanschitz, Michael A. Katz, Judy Lee, Oliverio Lew, Steven A. Meetre, Carla Passos, Stephen F. Reed, Andrew Rettig, Jonathan E. Rich, Matt Sabloff
a leading European postage meter manufacturer, Bell & Howell’s international mail and messaging technologies subsidiaries and Danka Service’s international document management business.
William Krisel, Delia M. Spitzer, Yasmine Tarasewicz, Marjorie Baconnet, Lorine Ben Soussan,
ISRAEL AIRCRAFT INDUSTRIES LTD. Represented Israel Aircraft Industries in the acquisition by Gulfstream Aerospace, a subsidiary of General Dynamics, of Galaxy Aerospace Co. LP for $330 million in cash. Galaxy was owned by Hyatt Corp. and Israel Aircraft Industries Ltd.
Ira Akselrad, Jeffrey A. Horwitz
Blandine Boulay, Florence Perrot, Beatrice Pola, Olivier Savelli, Nathalie Veuillot
SAIRGROUP Represented SAirRelations, a division of SAirGroup (the parent of Swissair), in the sale of its international luxury hotel chain, Swissotel Hotels and Resorts, to Singapore’s Raffles Holdings Limited for approximately CHF 410 million, plus the assumption by Raffles of approximately CHF 122 million in debt. (Excluded from the transaction were properties owned by Swissotel in Vienna and Seoul.) Perry A.
Cacace, Robert A. Cantone, Michael E. Feldman, Jeffrey A. Horwitz, Stuart L. Rosow, Mutul I. Desai, Stephanie R. Feingold, Robert E. Ivanschitz, Susan I. Joe, Michael A. Katz, Ronald S. Kornreich, Rick J. Kozody, Mark W. Levine, Eric D. Most, Kristine W.
THE LAIRD GROUP PLC Represented The Laird Group in a purchase by a subsidiary of R&F Products, Inc. R&F produces microwave absorber products for the telecommunications and defense industries (where the products are used for stealth technologies). Steven L.
Kirshenbaum, Gail S. Port, Aliza R. Cinamon, Jon H. Oram, Jonathan W. Stein
LUMINAAMERICAS Representing LuminaAmericas in the acquisition of a Latin American start-up company. Carlos E.
Martinez, Peter G. Samuels, Jason D. Fernbach, Robert Ivanschitz, Ross H. Klenoff, Rachel Parsons
Prohl, Gregg Reed, Matthew Sabloff, Yuval Tal, Lana T. Yang
UBS Advised UBS Warburg in connection with the structuring and offering of €46 million of floating rate notes backed by credit-linked notes and collateralized debt obligations. James M. Waddington ZCM ASSET HOLDING COMPANY (BERMUDA) LIMITED Represented ZCM Asset Holding Company (Bermuda) Limited, an affiliate of Zurich Insurance, in $175 million preferred stock investment in S.A.C. Capital International Ltd., an offshore fund-of-funds.
Charles E. Dropkin, Michael A. Midura, Troy Willitt
MAXCOM TELECOMUNICACIONES, S.A. DE C.V. Representing Maxcom, a Mexican facilities-based local and long distance telephone company, in the restructuring of its $300 million 13 ⁄4% senior notes due 2007 and a new $70 million capital infusion. Michael E. Foreman, Janet B. Korins, Carlos E.
Martinez, Richard H. Rowe, Neil Belloff, Robert Ivanschitz, Amanda H. Nussbaum, Carla Passos
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PITNEY BOWES, INC. Represented Pitney Bowes, the world leader in the development, manufacture and distribution of mailing solutions for business customers, in handling the French aspects of three separate acquisitions completed this past year for a total purchase price in excess of $500 million. These transactions included the acquisition of Secap SA,
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PROSKAUER ROSE
CORPORATE DEPARTMENT ATTORNEYS
If you have any questions about the transactions listed in this report, or would like more information about Proskauer, its attorneys and its services, please feel free to contact any of us below.
Arnold S. Jacobs Robert J. Kafin Robert K. Kane Adam J. Kansler Wayne D. Katz Christopher R. Kelly Steven L. Kirshenbaum Stanley Komaroff Mark A. Kreitman Joseph M. Leccese BOCA RATON Donald E.Thompson Christopher Wheeler Howard N. Lefkowitz Arnold J. Levine Jeffrey W. Levitan Steven L. Lichtenfeld Gayle Coleman Andrew D. Levy Bruce L. Lieb Carlos E. Martinez James D. Meade LOS ANGELES Howard D. Behar Thomas W. Dollinger Marvin Sears Martin S. Zohn Ronald R. Papa Gail S. Port Paul I. Rachlin Kathy H. Rocklen Stephen W. Rubin Scott K. Rutsky Andrew Eitingon Steven M. Kalb Nkechi C. Odu Michael A. Ramos Stephen F. Reed Mary H. Rose Deborah J. Sager Scott Silver Kelly Baldwin Steven A. Beede NEW YORK Bertram A. Abrams Julie M. Allen Lauren K. Boglivi Lawrence M. Budish Robert A. Cantone Alan S. Cohen Saul S. Cohen Charles E. Dropkin David A. Bondy Michael E. Callahan Lisa A. Chiappetta Michael J. Chiaravalloti Steven R. Chiodini Ricky Chung Aliza R. Cinamon Paula M. Corsaro Matthew Danow Sarah J. Deitch Stephen A. Devaney Michael L. Eden Jason D. Fernbach Deniz Haupt Alan M. Hoffman Alexa D. Isbell Robert E. Ivanschitz Christopher M. Jaskiewicz Susan Joe Dina R. Johnson Ross H. Klenoff Ronald S. Kornreich Pamela L. Kramer Eric Le Luhandre Sibylle Natcheva Florence Perrot Oliver Savelli PARIS Jean-Philipe Berthet William Krisel Delia B. Spitzer James M.Waddington WASHINGTON Richard H. Rowe Peter G. Samuels Gail Sanger David W. Sloan Henry O. Smith III Janice K. Smith Allan R.Williams Dain C. Landon Rachel S. Lerner David Levin Mark W. Levine Arthur G. Levy Oliverio Lew Gary Malhotra William Marroletti Samuel L. Martin Steven A Meetre Michael A. Midura Emerson S. Moore II Stacey Moore Andrea Morgan Michael R. Neidell Jonathan H. Oram Charles Parsons Rachel Parsons Carla Passos Marc A. Persily Lia Pistilli Sonia Plata Kristen W. Prohl Gary Ross Maryse S. Selit Y. Dave Silberman Beth B. Smigel Oriel Solomon Jack B. Spizz Jonathan W. Stein R. Bruce Steinert Yuval Tal Sanjay Thaper Marissa J.Tiamfook Ido Warshavski Melissa L.Westbrook Susan L.Wiener Lana T.Yang Avshalom Yotam Ellen Yu
Brochure design by Ross Culbert & Lavery, NYC Illustrations by William Rieser
Klaus Eppler Paul H. Epstein Peter Fass Glenn M. Feit Michael E. Feldman Steven A. Fishman Michael E. Foreman Gregory P. Gnall Richard L. Goldberg Sheldon I. Hirshon Jeffrey A. Horwitz Alan A. Hyman Jack P. Jackson
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