Selective M&A Transactions
Audit Committee of the Board of Directors of Sucampo Pharmaceuticals - Special counsel to Audit Committee of the Board of Directors in connection with $80 million cash and debt acquisition of Sucampo AG, a Swiss‐based patent holding company, and its wholly owned subsidiary Sucampo AG Japan, a patent maintenance company.
Special Committee of Board of Directors of Pacific Union Bank - Counsel to special committee of Board of Directors in connection with $300 million cash and stock acquisition by Hanmi Financial.
Houlihan Lokey - Outside counsel in the following transactions:
- Cash and stock acquisition of Milestone Advisors.
- Cash and stock acquisition of Red Pine Advisors.
Ria Envia, Inc. - Outside counsel in $510 million cash and stock acquisition by Euronet Worldwide Inc.
Kinecta Federal Credit Union - Outside counsel in $45 million cash acquisition of Navicert Financial Inc. d/b/a Nix Check Cashing.
Heritage Oaks Bank - Outside counsel in $30 million acquisition by Coast National Bank's Morro Bay branch.
Telscape Communications - Outside counsel in acquisition of Sage Telcom.
Psyop Media Company - Outside counsel in investment by, and joint venture with, private equity fund (pending).
Psyop Media Company - Outside counsel in "partnership freeze-out" transaction and restructuring.
Paskal Lighting - Outside counsel in acquisition by Production Resource Group.
BMG Rights Management - Outside counsel in acquisition of Bug Music.
CC Metals and Alloys - Outside counsel to minority shareholder in acquisition by Optima Group.
Danmer, Inc. - Outside counsel to management in leveraged buy‐out from majority shareholders.
Ridgeline Energy - Outside counsel in acquisition of a solar photovoltaic electricity generating project from Alternative Energy Group and Scatec Solar North America.
Ridgeline Energy - Outside counsel in potential acquisition of substantially all of the assets of a solar energy project from Solargen Energy.
FdG Associates - Outside counsel in acquisition of portfolio company Vintage Nurseries by minority shareholder.
Account Control Technology - Outside counsel in acquisition of Diamond D.
Project Playlist and Playlist.com - Outside counsel with respect to exit from bankruptcy and sale to sponsor group and private equity fund.
S.B. Restaurant Co. - Outside counsel to group of dissenting shareholders.
Moelis Capital Partners - Outside counsel in $200 million recapitalization of Opportunity Bancshares.
Patient Safety Technologies - Outside counsel to group of private equity investors and new management team in a hostile‐turned‐friendly control investment.
Moelis & Company - Outside counsel to Moelis & Company in its role as financial advisor in the following transactions:
- Ascent Media Corporation's $70 million sale of its creative services and media services business units to Deluxe Entertainment Services.
- Ascent Media Corporation's $120 million sale of its content distribution business unit to Encompass Digital Media.
Concord Music Group - Outside counsel in connection with the following transactions:
- Acquisition of assets and music rights from Rounder Records Corporation and its affiliates.
- $90 million acquisition of Fantasy, Inc., including equity financing provided by Tailwind Capital Partners and debt financing provided by HSBC.
- $15 million acquisition of Telarc International.
Private Equity Fund - Outside counsel in connection with potential investment in bank holding company.
Channel M - Outside counsel in stock acquisition by PlayNetwork.
Boat International Media Limited - Outside counsel in cash acquisition of ShowBoats International.
Sonus Networks - Outside counsel in connection with activist stockholder.
AEG Events & Media - Outside counsel in cash and equity acquisition of ThemeStar Limited.
Parco - Outside counsel in cash acquisition of Hydr-O-Seal.
First Financial Bancorp - Outside counsel in connection with the following transactions:
- $538 million cash acquisition of Peoples Community Bank.
- Cash acquisition of certain branches of Irwin Union Bank.
- Cash acquisition of certain branches of Flagstar Bank.
Image Entertainment - Outside counsel in $130 million cash acquisition by a private investor group.
NorthWestern Corporation - Outside counsel in $2.2 billion cash acquisition by Babcock & Brown Infrastructure Limited.
Placer Sierra Bancshares - Outside counsel in $650 million stock acquisition by Wells Fargo & Company.
Deutsche Bank - Outside counsel to Deutsche Bank in its role as financial advisor to SCPIE Holdings in $281 million sale to The Doctors Company.
Modern Health Laboratories - Outside counsel in cash acquisition by Guthy-Renker Corporation.
Hawthorne Financial Corporation - Outside counsel in $500 million cash acquisition by Commercial Capital Bancorp.
Affordable Residential Communities (REIT) - Outside counsel in connection with the following transactions:
- Reorganization transaction consisting of 5.8 million shares of common stock, 2.7 million OP units and $113 million in cash.
- $200 million common stock private placement.
Central Pacific Financial, Inc. - Outside counsel in $425 million non-negotiated, cash and stock takeover by CPF of CB Bancshares, Honolulu, Hawaii.
Cendant Mortgage - Outside counsel in connection with $155 million acquisition of Merrill Lynch's mortgage subsidiary.
QAD Inc. - Outside counsel in connection with the repurchase of 2.6 million shares of common stock in a "modified Dutch auction" self-tender offer.
Heritage Commerce Corp. - Outside counsel to group of dissenting shareholders in proxy contest at 2004 annual meeting.
Pacific Crest Capital - Outside counsel in connection with $135 million cash acquisition by Pacific Capital Bancorp.
Cedars Bank - Outside counsel in connection with $120 million cash acquisition by First Community Bancorp.
Slippery Rock Financial Corp. - Outside counsel in connection with $80 million cash and stock acquisition by F.N.B. Corp.
First Continental Bank - Outside counsel in connection with $50 million acquisition by UCBH Holdings.
SunTrust Banks, Inc. - Outside counsel in connection with $14.7 billion hostile exchange offer and proxy contest for Wachovia Corp.
North Fork
Bancorporation - Outside counsel in connection with $2.0 billion hostile exchange offer and proxy contest for Dine Bancorp.
Commercial Bank of New York - Outside counsel in connection with $175 million cash acquisition by North Fork Bancorporation.
Selective Capital Markets/Financing Transactions
Signet Media Group - Outside counsel in connection with convertible debt financing and joint venture with a subsidiary of America Movil (a leading Latin American telecommunications firm).
Active ImageNation - Outside counsel in connection with series B preferred stock financing by Intertainment Media (Canadian public company focused on traditional and new media sectors).
Freshology - Outside counsel in connection with convertible bridge financing with private equity fund.
Meruelo Maddux Properties - Underwriters' counsel (Friedman Billings Ramsey, UBS, KeyBanc Capital Markets and RBC Capital Markets) in connection with $400 million initial public offering of common stock.
CBRE Realty Finance - Underwriters' counsel (Credit Suisse, Deutsche Bank Securities, Citigroup and Wachovia) in connection with $125 million initial public offering of common stock.
CBRE Realty Finance - Underwriters' counsel (Credit Suisse, Deutsche Bank Securities, Citigroup and Bank of America) in connection with $300 million 144A offering of common stock.
Preferred Bank - Issuer's counsel in connection with $90 million initial public offering of common stock.
Anworth Mortgage Asset Corporation - Issuer's counsel in connection with $25 million public offering of Series A Preferred Stock and $25 million public offering of Series B Convertible Preferred Stock.
Downey Financial Corp. - Issuer's counsel in connection with $200 million senior note public offering.
Alamosa Holdings - Issuer's counsel in connection with $70 million common stock secondary offering; Issuer's counsel in connection with $150 million 144A high-yield debt offering.