United States: Blank Rome LLP Advises And Closed Over 70 Reportable Transactions For 2010/2011

2010 Corporate & Securities Deal Diary

Mergers & Acquisitions

• Iconix Brand Group, Inc. (NASDAQ: ICON), a worldwide licensor and marketer of fashion and home brands, in several transactions, including:
  • A joint venture agreement with Purim LLC, an entity owned by Madonna and Guy Oseary, pursuant to which Iconix purchased 50% of the membership interests in MG Icon LLC. As part of the transaction, MG Icon LLC entered into an exclusive, multiyear license agreement for the Material Girl brand with Macy's Retail Holdings, Inc. The transaction, which was valued at $40 million, closed on March 9, 2010.
  • The $175 million acquisition of the Peanuts brand and related assets of United Media Licensing, a division of United Features Syndicate, Inc., through a newly formed joint venture company, Peanuts Worldwide LLC, owned 80% by Iconix and 20% by Charles M. Schulz Creative Associates, managed by the Schulz family. The transaction closed on June 3, 2010.
• GSI Commerce, Inc. (NASDAQ: GSIC), a leading provider of e-commerce and interactive marketing services, in several transactions, including:
  • The acquisition of M3 Mobile Marketing, a mobile marketing company. The transaction closed on April 20, 2010.
  • The acquisition of VendorNet, a multichannel e-commerce supply chain solutions provider. The transaction closed on May 10, 2010.
• J.F. Lehman, a private equity fund that focuses on acquiring middle market companies in the defense, aerospace and maritime industries, in the $352 million sale of one of its portfolio companies, Atlantic Marine Holding Company, a leading provider of vessel maintenance, repair, overhaul and conversion services to government and commercial customers, to BAE Systems. The transaction closed on July 13, 2010.  We previously represented J.F. Lehman in the purchase of Atlantic Marine. 
• Ryder System, Inc. (NYSE: R), a leader in supply chain, warehousing and transportation management solutions, in the acquisition of Total Logistic Control, a wholly owned subsidiary of SuperValu (NYSE: SVU) and a leading provider of comprehensive supply chain solutions to food, beverage, and consumer packaged goods manufacturers with significant supply chains in the U.S. The transaction, valued at approximately $200 million, closed on December 31, 2010.
• DecisionOne Corporation, a portfolio company of Cerberus and Highland Capital and a provider of information technology maintenance and support, in connection with its acquisition by Glodyne Technoserve Inc., the U.S. subsidiary of Glodyne Technoserve Ltd., a technology infrastructure management services company based in Mumbai, India. The transaction, valued at approximately $104 million, closed on June 30, 2010.
• RoadSafe Traffic Systems, Inc., the country's second largest provider of traffic safety services, in several transactions, including:
  • The acquisition by merger of the capital stock of CSW Holdings, Inc. The transaction closed on January 13, 2010.
  • The acquisition of the assets of Trutwin Industries, Inc. The transaction closed on February 26, 2010.
  • The sale of its subsidiaries, FirstCall Studio Equipment, Inc. and Studio Equipment, LLC, to Hertz Equipment Rental Corporation.  The transaction closed on July 1, 2010.
• TechTeam Global, a worldwide provider of information technology and business process outsourcing services, in the $43 million sale of subsidiary TechTeam Government Solutions, Inc., to Jacobs Engineering Group, Inc. The transaction closed on September 14, 2010.
• Amerifile, LLC, a business to business catalog/online specialty printing and products company and a portfolio company of Entrepreneur Partners, in a private equity investment transaction with an affiliate of Roark Capital Group and the subsequent acquisition by Amerifile of Peachtree Business Products, LLC, a Marietta, Georgia-based multichannel direct marketer of specialty business products and marketing materials. The transaction closed on March 1, 2010.
• Gertrude Hawk Chocolates in the acquisition, through a subsidiary, of 96 Degrees, Inc. d/b/a Drew's, a manufacturer and marketer of all natural and organic food products, including salad dressings, salsas, cooking sauces and other condiments that are sold to retail and natural food stores nationwide. The transaction closed on June 28, 2010.
• An enterprise logistics and maintenance solutions company in its acquisition by Global Iron Holdings, LLC, an affiliate of Global Equity Capital, LLC. The transaction closed on March 4, 2010.
• Ancash Mining Ltd, a Peruvian mining company, in the sale of its Pachapaqui mine to Korea Zinc Company. The transaction, valued at $47.5 million, closed in October 2010.
• StoneMor Partners L.P. (NASDAQ: STON), the second largest publicly traded cemetery company in the United States, in several transactions, including:
  • The acquisition of nine cemeteries from SCI. The transaction, which was valued at $14 million, closed on March 31, 2010.
  • The acquisition of five cemeteries and five funeral homes in Indiana, two cemeteries in Ohio and one cemetery in Michigan from Ansure Mortuaries of Indiana, LLC. The transaction, valued at approximately $33 million, closed on June 24, 2010.
  • The acquisition of Forest Lawn Gardens, Inc., which owns and operates Forest Lawn Cemetery in McMurray, Pennsylvania.  The transaction, valued at $1.9 million, closed on September 30, 2010.
  • The acquisition of Fairlawn Burial Park Association & Heritage II, Inc. from state- appointed receivership.  The transaction, valued at $665,000, closed on October 12, 2010.
• The core management team of NextLight Renewable Power, a renewable energy company that specializes in utility-scale solar development, in connection with its $297 million acquisition by Arizona-based alternative energy company First Solar Inc. The transaction closed on July 12, 2010.
• IntriCon Corporation (NASDAQ:  IIN), a designer, developer and manufacturer of miniature and micro-miniature body-worn medical and electronics products, in the sale of the assets of its subsidiary RTI Electronics to an affiliate of Shackleton Equity Partners, a Los Angeles-based private equity group. The transaction closed on May 28, 2010.
• A publicly-traded European industrial company in its acquisition of a leading engineering service provider on the North American market. The transaction closed in January 2010.
• CP Document Technologies, LLC, a provider of legal support services, in its acquisition of the business and certain operating assets of CopyPage, Inc., a provider of electronic discovery, document copying, imaging, document digitizing and other document support services to the legal community throughout California and the United States. The transaction closed on June 29, 2010.  
• SunGard Data Systems Inc., a computer software and technology services provider, in its acquisition of all of the membership interests of Fox River Execution Technology, LLC, a company in the business of providing algorithmic and electronic execution products and services as a registered broker-dealer.  The transaction closed on July 19, 2010.
• Relevant, a strategic marketing firm, in its acquisition by MDC Partners. The transaction closed on August 2, 2010.
• Nevada Restaurant Services, Inc. d/b/a Dotty's Casinos, in its acquisition of Silver Miners Casino, a tavern with an on site casino and restaurant. The transaction closed on November 5, 2010.
• The Anspach Effort, Inc., a global company in the high-speed surgical power tools market, in its acquisition by Synthes, Inc. The transaction closed on November 8, 2010.
• iCAD (NASDAQ: ICAD), an advanced image analysis and workflow solutions provider, in its $13 million acquisition of electronic brachytherapy systems maker Xoft. The transaction closed on December 30, 2010. 
• Brightpoint, Inc. (NASDAQ: CELL), a global leader in providing supply chain solutions to leading stakeholders in the wireless industry, in its $80 million acquisition of Touchstone Wireless Repair and Logistics, LP, a leading provider of repair, remanufacture and reverse logistics services to the wireless industry.  The transaction closed on December 23, 2010.
• RMI Consulting, Inc., Retail Risk Management Services, Inc., RPG Insurance Agency, LLC and other affiliated companies, leading providers of risk management consulting and insurance brokerage, in the sale of their assets to two wholly-owned subsidiaries of WRM America Holding Company, LLC, a specialty lines property and casualty insurance holding company and affiliate of Wright Risk Management, LLC, a leading risk financing and insurance management company. The transaction closed on December 15, 2010.
• Shareholders of Expert Parking, a boutique parking management company, in the sale of the stock of the company to Standard Parking, a publicly-held national parking management firm based in Chicago.  The transaction closed on December 8, 2010.
• A. Joseph Armstrong, Jr., the sole shareholder of Armstrong Engineering, Inc., a worldwide leader in the design and manufacture of heavy duty heat transfer equipment, in connection with the sale of the company to the employees of Armstrong Engineering, Inc., who formed an ESOP for the acquisition.  The transaction closed on September 30, 2010.
• The partners of Pressman, Ciocca & Smith, a regional accounting firm, in connection with its combination with ParenteBeard, LLC, another regional accounting firm.  The transaction closed on December 1, 2010.
• Service Champ, a supplier of products to the oil and lube industry, in its sale to Halifax Capital Partners.  The transaction closed on April 23, 2010.
• A newly created acquisition entity in its purchase of TVMAX, a franchise cable operator in Houston, TX.  The transaction closed on June 30, 2010.

Private Equity/Venture Capital/Strategic Investments

• Meakem Becker Venture Capital, an early-stage venture capital firm which invests in a wide range of information technology and life sciences companies, in several transactions, including:
  • A $1 million investment in NearVerse, Inc., a mobile networking company aiming to accelerate mobile internet beyond the capabilities of existing networks. The transaction closed in November 2009 but was not announced until April 2010.
  • A $1.25 million investment in Schoology, Inc., a cloud-based learning management system and configurable social network for academic institutions. The transaction was announced on June 7, 2010.
• Edison Venture Fund, a fund that nurtures invention by partnering with entrepreneurs, as sole investor in a $7.5 million investment in New Hampshire-based RewardsNOW, a financial technology business that designs, implements and manages turnkey direct marketing for credit cards, debit cards, loans, deposits and online banking. The transaction closed on May 19, 2010.
• Benevolent Capital Partners, an alternative investment firm focused on investing in well-managed businesses and unique real estate properties, in its investment in Terracycle, Inc. The tranched transaction closed in March, June and November of 2009, and May 2010.
• NewSpring Capital, a leading provider of private equity capital focused in the mid-Atlantic region, in a recapitalization and growth financing for MinSec Holdings, Inc., a leading provider of community corrections, behavioral health and drug/alcohol treatment services throughout Pennsylvania. The transaction closed on June 30, 2010.
• SeventySix Capital, a venture capital firm that partners with market visionaries to help support big ideas and inspire innovation, in connection with the recapitalization, reorganization and venture capital financing of Mark Ecko Entertainment LLC, a New York City-based developer and marketer of interactive entertainment products.  The transaction closed on November 30, 2010.
• Health Market Science, a leading data and analytics provider for the healthcare industry, in a $6 million Series B financing led by Cross Atlantic Capital Partners.  Edison Venture Fund also participated in the financing. The transaction closed in August 2010.
• Halfpenny Technologies Inc., a provider of healthcare connectivity and integration solutions, in a $2.6 million Series A Preferred venture financing from Osage Ventures, Milestone Partners and LORE.  The transaction closed on October 7, 2010.
• SNI Group, a wholesale distributor and merchandiser of fashion accessories and other merchandise to retailers in the U.S. and abroad, in a private equity investment transaction with an affiliate of Alumni Capital Network Fund I, L.P.  The transaction closed on October 8, 2010.
• Meidlinger Partners, a private equity firm with operational expertise in the water and wastewater sectors, in its preferred stock investment in Liberty Hydro, Inc., a water focused environmental technology company. The transaction closed in October 2010.
• Wish Upon A Hero LLC, an online community offering a platform for people to help people, in a venture equity investment. The transaction closed in October 2010.
• RuMe, a manufacturer of reusable and environmentally-friendly bags, in connection with its Series A financing led by Golden Seeds.  The transaction closed on December 3, 2010.
• VPSI, Inc., a provider of "vanpooling" and group transportation and a portfolio company of ZS Fund, L.P., in its acquisition by Verde Parent, Inc., an affiliate of TPG Growth, LLC, and members of VPSI's management.  The transaction closed on December 23, 2010.
• Blue 9 Capital, LLC, a private equity fund that invests in middle market companies, in several transactions, including:
  • The acquisition of an equity interest in Running Subway, LLC, which creates, develops, produces, promotes and operates live theatrical and entertainment-based shows, events, exhibitions and attractions.  The transaction closed on October 29, 2010.
  • Blue 9 Capital, LLC, an ongoing shareholder in Five Below, the leading retailer of trend-right, extreme-value merchandise to the teen and pre-teen markets, in connection with Advent International's investment in Five Below.  The transaction closed on September 14, 2010.
  • Blue 9 HairCare Fund, LP, in an additional equity investment in Sally Hershberger Professional Hair Care, LC.  The transaction closed on October 22, 2010.
• China Horizon Investment Group, an investor in retail and wholesale distribution businesses in China, in connection with its $10 million Series B Preferred Stock financing. The transaction closed on August 16, 2010.
• Viridian Energy, a retail electric service company, in connection with its $4 million Series A Preferred Stock financing.  The transaction closed on December 15, 2010.
• Platinum Partners Value Arbitrage Fund, a multi-strategy hedge fund, in connection with the restructuring of its strategic investment in Black Elk Energy Offshore Operations, an oil and gas company with multiple locations in the Gulf of Mexico.  The transaction closed in August 2010.
• A $2 billion pension fund in connection with its $75 million investment in a hedge fund of funds. The transaction closed in October 2010.
• Edison School Holdings LLC, an owner of educational companies, in connection with its participation in the $75 million capitalization of Avenue World Holdings LLC, an owner of private K-8 schools.  The transaction closed in November 2010.
• Patriot Financial Group, a private equity fund focused on the financial services sector, in an investment in Porter Bancorp, Inc.  The transaction closed in June 2010. 
• Merion Capital in the closing of a new fund.  The transaction closed in July 2010.

Securities

• GSI Commerce, Inc. (NASDAQ: GSIC), in a $224 million underwritten block trade by a selling stockholder. The transaction closed on February 22, 2010.
• Lincoln National Corporation (NYSE: LNC), a diversified financial services organization, in several transactions, including:
  • Registered public underwritten offerings of $385.25 million of common stock (including shares sold pursuant to the underwriters' option to purchase additional shares) and $750 million of investment grade senior notes. The transactions closed on June 18, 2010.
  • An underwritten secondary public offering in which the United States Department of the Treasury resold $216 million of warrants to purchase LNC common stock. The transaction closed in September 2010.
• Rodman & Renshaw, LLC, as underwriter of a $23 million public offering of 1,428,450 shares for China Agritech, Inc., a leading organic compound fertilizer manufacturer and distributor in China. The transaction closed on May 4, 2010.
• Sandler O'Neill, an investment bank focused on the financial services sector, as underwriter, in a $30 million offering of 15,000,000 shares of common stock issued by Republic First Bancorp, Inc.  The transaction closed on June 22, 2010. 
• Ladenburg Thalmann & Co. Inc., as the sole book running manager for Full Circle Capital Corporation's $18 million initial public offering of 2,000,000 shares.  The transaction closed on September 7, 2010.
• Cornerstone Total Return Fund, Inc. in a $7 million offering to existing shareholders of rights exercisable for common stock.  The transaction closed on December 10, 2010.
• Cornerstone Strategic Value Fund in a $12 million offering to existing shareholders of rights convertible into common stock.  The transaction closed on December 10, 2010.
• Cowen and Company, LLC, as financial advisor to MedPro Safety Products, Inc. for the issuance of $25 million of senior secured notes in a private placement with institutional investors. The transaction closed on September 2, 2010.
• StoneMor Partners, L.P. in a public offering of 1,725,000 common units. The transaction closed on September 22, 2010.
• Chinese healthcare company in the private placement of a convertible note to a Korean-based private equity fund.  The transaction closed in August, 2010.
• Shun Cheng Holdings HongKong Limited, which controls Henan Shuncheng Group Coal Coke Co., Ltd., a China-based producer of coke, refined coal and coal and coke byproducts, in a share exchange reverse takeover of Birch Branch, Inc., a company quoted on the OTCBB.  The transaction closed on June 28, 2010.
• Long Fortune Valley Tourism International Limited, which controls Shandong Longkong Travel Management Co., Ltd., which operates the Underground Grand Canyon tourist attraction in Linyi City, Yishui County, Shandong Province, China, in a share exchange reverse takeover of BTHC XV, Inc., a company quoted on the OTCBB.  The transaction closed on October 18, 2010.

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