Blank Rome LLP

Blank Rome Closed More Than 80 Reportable Transactions in 2011

2012

Corporate & Securities Deal Diary

(Note: the economic terms of certain deals are not disclosed due to confidentiality obligations) 

Mergers and Acquisitions

• Iconix Brand Group, Inc. (NASDAQ: ICON), a global brand management company engaged in licensing, marketing and providing trend direction for a portfolio of owned consumer brands, in several transactions, including:
  • The $55 million acquisition of worldwide rights to exploit the Ed Hardy Brand® from Nervous Tattoo.  As a result of the transaction, Iconix controls all licensing and marketing functions, and increased its total ownership stake in the Ed Hardy Brand® to 85 percent.
  • A $65.6 million asset purchase agreement with Sharper Image Acquisition LLC (“Seller”), pursuant to which Iconix purchased substantially all of its assets, including the “Sharper Image” trademark and other intellectual property rights related to the Sharper Image brand.
• Brightpoint, Inc. (NASDAQ: CELL), a global provider of supply chain solutions to the wireless industry, in its strategic investment in Intcomex, an information technology distributor focused solely on Latin America and the Caribbean.
• Transcend United Technologies, a company that combines cost-effective technology, experienced people, and service to help organizations optimize their IT and communications infrastructure, in its merger with LiquidSpoke, a technology services firm focused on design, implementation and support services for unified communications and managed services. 
• Herley Industries, Inc. (NASDAQ: HRLY), a designer, developer and manufacturer of microwave technology solutions for the defense, aerospace and medical industries, in its $270 million acquisition by Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS), a national security solutions provider. 
• A.C. Moore Arts & Crafts, Inc., a specialty retailer of arts, crafts and floral merchandise, in connection with its $40.4 million acquisition by an affiliate of Sbar’s, Inc., one of the largest arts and crafts distributors in the United States. The transaction closed on November 18, 2011 upon the successful completion of the tender offer by an affiliate of Sbar’s, Inc. for all of the outstanding shares of common stock of A.C. Moore, in which holders of A.C. Moore’s stock tendered approximately 84.5 percent of the outstanding shares, followed by a “short-form” merger under applicable Pennsylvania law. As a result of the merger, A.C. Moore became a wholly-owned subsidiary of an entity affiliated with Sbar’s, Inc.
• Xcel Brands, Inc., a company engaged in the acquisition, design, licensing and marketing of consumer brands, in the $31.5 million acquisition of the Isaac Mizrahi designer apparel brand.  In addition, Blank Rome represented the company in connection with a private placement of its equity securities and obtaining a credit facility to fund the purchase price, as well as a reverse merger with NetFabrics Holdings, Inc., a publicly traded company on the OTC Bulletin Board.
• StoneMor Partners L.P. (NYSE: STON), the second largest publicly traded cemetery company in the United States, in seven separate transactions involving the acquisition of 16 cemeteries and 12 funeral homes and the sale of one funeral home, for an aggregate transaction value in excess of $17 million.
• Ballista Securities, Inc., a registered broker/dealer that offers an electronic options platform for the execution of block-sized and complex multi-leg options transactions, in its acquisition by IntercontinentalExchange (NYSE: ICE), an operator of regulated global futures exchanges, clearing houses and over-the-counter (OTC) markets.
• NCO Group, Inc., a global provider of business process outsourcing services, in its acquisition of Protocol Global Solutions, Inc., another leading provider of business process outsourcing solutions specializing in contact center services for the energy, healthcare, government, pharmaceutical and insurance markets. 
• Innovative Energy Systems, Inc. of Oakfield, New York (“IES”) in the sale of IES’s portfolio of 11 landfill gas-to-energy projects located in New York and Vermont to a subsidiary of Energy Investors Funds. The IES portfolio consisted of developed projects with an installed capacity of 72 mega-watts of reliable renewable energy.
• TowerOne Partners LLC, a developer of cellular towers, in the sale of all of the membership interests of seven of its subsidiaries to Tower Development Corporation, an affiliate of Crown Castle USA Inc.
• A. Joseph Armstrong, Jr., the sole shareholder of Chemtec UK Limited, a Scottish company which designs and manufactures heavy duty heat transfer equipment, in connection with the sale of the company to Armstrong Engineering Associates, Inc.
• Fortress Technologies, Inc., a provider of secure wireless technology equipment, in its sale to General Dynamics.
• MVC Private Equity Fund, L.P., a subsidiary of MVC Capital, Inc., in its acquisition of a substantial membership interest in the parent of energy service companies Plymouth Rock Energy, LLC (“Plymouth”) and Falcon Energy, LLC (“Falcon”) along with control of the boards of directors of Plymouth and Falcon. Plymouth markets retail electricity and natural gas in New York and New Jersey, and Falcon markets natural gas in New York.
• The owner of Lee Technologies Group, Inc., a service provider for data centers, in the sale of the company to Schneider Electric, a global specialist in energy management.   
• SDI Health LLC, a healthcare market insight and analytics firm, in its acquisition by IMS Health.
• Infor Global Solutions, Inc. a leading provider of business application software, in several transactions, including:
  • The acquisition of assets from ENX Suite.
  • The acquisition of assets from Single Source Systems, Inc.
  • The acquisition of assets from RSVP Business Systems, Inc.
• Iron City Brewing Co., a beer distributor, in the sale of its brands and related assets to Uni-World, a private equity firm.  
• WRDC in the acquisition, by affiliates of WRDH Holdings, Inc., of the assets of WPH Mount Laurel LLC and WPH Kansas City LLC, each of which was an owner of a hotel and water park in Mt. Laurel, New Jersey and Kansas City, Missouri.  
• Edge Professional Services, LLC, a Washington DC based information technology services firm that provides professional, technical and information technology services to commercial and federal government clients in the United States, in its acquisition by Artech Information Systems, LLC, a minority and women-owned business enterprise that provides workforce solutions, IT consulting and outsourced project services.  
• Chantilly BioPharma, LLC, a specialty pharmaceutical company, in a transaction in which it acquired from Valeant Pharmaceuticals International, Inc., certain of the assets relating to Valeant’s former facilities located in Chantilly, Virginia, including certain research and development, packaging, and equipment as well as furnishings and other personal property.  Chantilly also entered into a transaction with another subsidiary of Valeant for the assignment to Chantilly of certain intellectual property, including patents and trademarks.
• Millennium Storage and Transfer Corp. in the sale of certain assets relating to its record storage business to Cornerstone Records Management.
• Lot 26 Studio, Inc., a San Francisco-based manufacturer of decorative wall adhesive product lines, in connection with its acquisition by Artissimo Designs, a leading provider of wall décor products based in Los Angeles and Montreal.
• A renewable energy project developer in the development and subsequent sale of its utility sized solar farm to the renewable energy development arm a large public utility.
• A California-based manufacturer and distributor of hobby crafts product lines, in connection with its acquisition of a minority interest in a contract manufacturer of hobby crafts products. 
• Singer NY, LLC, a wholly owned subsidiary of Singer Equipment Company, Inc., a food service equipment dealer in the U.S., in the acquisition of certain assets of M. Tucker Co., Inc., a dealer of food service equipment and supplies in the greater New York City market.
• China Grill Management, an owner and operator of restaurants and bars, including China Grill and Asia de Cuba restaurants, in the sale to Morgans Hotel Group of its 50 percent interests in the food and beverage joint ventures at the Delano (South Beach), Mondrian (Los Angeles), Mondrian (South Beach), Morgans (New York), Sanderson and St. Martin’s Lane (London) hotels for approximately $20 million.
• Travaillance, LLC in the acquisition of the assets of Destination Ventures Ltd. 
• A Squared Entertainment, LLC, a Beverly Hills-based children’s animated content production company, in connection with its joint venture with Tata ELXSI, Inc. to jointly develop children’s animated programming.  Tata ELXSI, Inc., based in India, is a world leader in the animation and visual effects industry.
• Signature Community Investment Group LLC, its affiliates and its founder, Nickolas W. Jekogian, III, in a strategic transaction with Presidential Realty Corporation, a publicly traded real estate investment trust, resulting in Presidential’s termination of its plan of liquidation; a change in Presidential’s board of directors; the appointment of Mr. Jekogian and Alexander Ludwig as Chairman and President of Presidential, respectively; the entry into executive compensation arrangements with Messrs. Jekogian and Ludwig; the entry into an asset management agreement with Signature Community Investment Group, LLC; and a property management agreement with Signature Community Management, LLC for some of Presidential’s properties.
• Biohit Oy, as local U.S. counsel, in connection with the sale of the company’s U.S.-based liquid handling business to Sartorius Lab Holding GmbH. 
• WeiserMazars LLP, an accounting firm, in its acquisition of certain business units from LECG Corporation, a consulting firm.
• Balford Farms, a distributor of dairy and food products, in its acquisition of Home Town Dairy, Inc., a supplier of dairy products.
• Smith-Edwards-Dunlap Company, Inc., a Philadelphia-based commercial printing company, in its merger with Graphic Arts, Incorporated, another Philadelphia-based commercial printing company. 

Private Equity and Venture Capital

• J.F. Lehman & Company, a middle market private equity firm focused on the defense, aerospace and maritime sectors, in its acquisition, in partnership with company management, of US Joiner LLC and Turnbull LLC (together, “US Joiner”), an independent domestic provider of turnkey marine joiner and furniture solutions for the U.S. government and commercial customers.
• LLR Equity Partners, a private equity firm that provides capital to middle market growth companies with proven business models in a broad range of industries, in its joint acquisition, with Pouschine Cook Capital Partners, of Strategic Distribution, Inc., a provider of supply chain management solutions, from Platinum Equity. 
• Core Solutions, Inc., a provider of electronic medical/health records (EMR/EHR) software to the behavioral healthcare industry, with respect to a follow-on equity financing provided by Emerald Stage2 Ventures and Trestle Ventures, and venture debt financing provided by Square 1 Bank.  Previously, Ben Franklin Technology Partners invested in Core Solutions. 
• L2 Capital, a lower middle market private equity firm that specializes in making equity investments in manufacturing, distribution and service companies, in its acquisition of Landfill Services Corp., an Apalachin, New York-based company that makes spray-on covers for landfills (the company has since been renamed LSC Environmental Products). 
• Penn Detroit Diesel Allison, LLC, PDDA Holdings, LLC and Management in the acquisition by NGP Energy Technology Partners L.P., an existing minority equity holder of PDDA Holdings, LLC, of the remaining outstanding equity interests of PDDA Holdings, LLC.
• Holganix, an organic, chemical free lawn and tree treatment company, in connection with an investment by Originate Ventures.  
• Cortec Group, a private equity firm that makes investments in middle market manufacturing, distribution and service companies, in the acquisition of South Shore Medical Supply, Inc., by its portfolio company, 180 Medical, Inc., a provider of sterile use catheters, urologic and disposable medical supplies.
• Halifax Security, Inc. d/b/a North American Video in its acquisition of substantially all of the assets of Corporate Security Solutions, Inc. d/b/a Nexus Technologies Group, a provider of integrated security solutions for corporate and government security markets.  North American Video is a portfolio company of the Halifax Group, a private equity firm focused on growing businesses with enterprise values between $25 million and $100 million.
• Merion Investment Partners, a mezzanine capital fund, in several transactions, including:
  • The sale of its equity interests in (and a related repayment of its Senior Subordinated Note from) Cargo Airport Services U.S.A. LLC, a Delaware limited liability company. 
  • A private placement purchase of senior subordinated notes from and a Warrant for Membership Interests in Shades of Light, LLC, a Virginia limited liability company that designs, assembles and sells indoor and outdoor lighting, accent rugs, and home décor through catalogue, Internet and storefront sales operations. 
  • A private placement purchase of senior subordinated notes from and preferred and common membership units in Databank Holdings, LLC, a Delaware limited liability company and its subsidiaries, providers of business scanning, indexing and storing (physically and/or electronically) documents and providing software, hardware and professional services to manage, store and retrieve documents and other information.
  • The financing of an add-on acquisition and a joinder of the newly acquired subsidiary into Merion’s existing mezzanine credit facility to Databank IMX LLC, a leader in document management and document conversion services with state-of-the-art production centers nationwide, and its subsidiaries.
  • A senior term loan credit facility and a preferred equity co-investment to finance a private equity sponsor’s acquisition of a leading provider of commercial kitchen fire prevention and related maintenance services.  
• Blue 9 Fund I, LP, a private equity fund that invests in middle market companies, in its purchase of a minority interest in Hirtle Callaghan & Co., a Philadelphia-based asset manager specializing in outsourced chief investment officer services. 
• PBM Capital Group, LLC, a private investment firm primarily focused on private equity, publicly traded securities, and special opportunities, in the capitalization of, and acquisition of assets by, GigaCyte, a novel stem cell research and drug discovery company.
• Meidlinger Water Investments, a private equity firm that invests in companies that have scalable solutions to address the world’s water issues, in its follow-on investment in Liberty Hydro, Inc., a water focused environmental technology company.
• The Philadelphia Chapter of Investors’ Circle, a San Francisco-based group of angels, venture capital firms, foundations and family investment firms that invest in companies and funds addressing social and environmental issues, in a Series A investment in DailyWorth.com, a personal-finance website for women.
• Andrew Barroway in the purchase of equity interests in Altus Partners LLC.  
• Chart Venture Partners, LP, a venture capital fund that invests in security related technologies with government and commercial applications, in connection with its Series B growth financing investment in CoolIT Systems, Inc., a manufacturer of computer system cooling solutions.  iNovia Capital, an existing investor, also participated in the $6.2 million financing.
• RuMe, a manufacturer of reusable and environmentally-friendly bags, in connection with a Series B financing led by Golden Seeds.
• Blackgold Biofuels, a company that specializes in resource recovery from wastewater streams, harvesting renewable energy and other bioproducts from wastewater, in a Series A financing and additional project finance commitment from Liberation Capital. 
• Lipinski Outdoor Services, the third largest snow removal company in the United States and a large regional participant in the commercial landscaping sector, in a recapitalization sponsored by L2 Capital in which L2 and the senior management of REIT/M & H Services merged both companies. 
• Affiliates of ZS Fund, LP and other existing equity holders in their purchase of additional equity interests in Industrial Air Tool, LP and its general partner, IATGP, LLC.  Industrial Air Tool is a leading Texas-based distributor of tools, equipment and consumable supplies to oil and gas drillers and refiners. 
• Greenphire, Inc., a pharmaceutical information technology provider, in connection with its Series A venture financing led by FirstMark Capital. 
• Susquehanna Growth Equity as lead investor in a $16 million preferred stock investment in PaySimple, Inc., a leading provider of accounts receivable automation solutions for small businesses.  
• LeukoDx, Inc., a medical device company, in connection with its Series A financing in which the investors have committed to invest up to $5 million. 
• Pharmachine, Inc. in connection with a $500,000 angel investment. 
• An investment group (including affiliates of Entrepreneur Partners, LP) in its acquisition of a business to consumer direct marketing business. 
• MobileReactor, LLC (d/b/a OneTwoSee.com) in connection with an angel investment by Ben Franklin Technology Partners and other private investors. 
• Jun Group, a social video platform, in connection with a $2.5 million financing from Western Technology Investment.

Securities

• Ladenburg Thalmann & Co. Inc. as underwriters’ counsel in several transactions, including:
  • Co-bookrunning manager of NeXt Innovation Corp’s $46.5 million initial public offering.
  • Sole bookrunning manager of Oxford Lane Capital Corp’s $36.5 million initial public offering.
• Intellipharmaceutics International Inc. (NASDAQ: IPCI) (TSX: I), a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled release and targeted release oral solid dosage drugs, in a financing with institutional investors through the sale of its common stock and warrants.
• StoneMor Partners L.P. in several transactions, including:
  • An $85 million equity offering. 
  • An amended and restated credit comprised of a $55 million revolving credit and $65 million acquisition line.   
• Boomerang Systems, Inc., a company that is engaged in the business of marketing, designing, engineering, manufacturing, installing and supporting its own line of fully automated parking systems and fully automated self storage systems, in connection with its private placement of 6 percent convertible promissory notes due 2016 in the aggregate principal amount of approximately $11.6 million and five-year warrants to purchase common stock in a private placement. Gilford Securities Incorporated acted as placement agent. 
• Top Image Systems Ltd., a NASDAQ-listed international automated document capture solutions company based in Israel, in a $2.85 million private placement of stock to institutional investors.  The company filed a registration statement on Form F-3 related to the resale by the selling security holders of securities issued in such private placement. 
• An Australian Listed Property Trust that invests in U.S. residential real estate through a U.S. REIT as U.S. counsel in connection with an offering of up to A$120 million and a second offering of up to A$140 million.
• InfoVista, a leading provider of service performance assurance software solutions for IP-based networks and application services whose shares are traded on the Euronext Paris, as U.S. advisor in connection with a review of strategic alternatives and the resulting block sale of 67 percent of the company’s shares to Thoma Bravo, LLC, a leading U.S. private equity firm. 

Additional Transactions

• United Continental Holdings (NYSE: UAL) and its subsidiaries United Airlines, Continental Airlines and Mileage Plus Holdings, in the negotiation of their co-branded credit card marketing services agreement and related documents with Chase Bank.