David’s practice focuses on M&A transactions and providing strategic advice to an array of clients and industries.  His practice is built on relationships – and he is passionate about working closely with clients to gain a deep appreciation of their business culture, operations, and objectives.  David prides himself on serving as a trusted advisor who delivers valued execution and results.

David regularly advises clients on complex M&A transactions, including:

  • private and public deals, ranging from hostile and negotiated transactions, special committee representations and affiliated transactions, to corporate defense advice and proxy contests;
  • domestic and cross-border transactions with a worldwide reach; and
  • buy-side and sell-side representations.

He also regularly counsels clients on corporate governance, securities law and compliance obligations.

    Public M&A

    • Merck in its acquisition of Cubist Pharmaceuticals ($9.5 billion) and its acquisition of Idenix Pharmaceuticals ($3.85 billion)
    • Catalyst Health Solutions in its sale to SXC Health Solutions ($4.5 billion)
    • Towers Perrin in its “merger of equals” with Watson Wyatt ($3.5 billion)
    • International Securities Exchange in its sale to Deutsche Börse ($2.8 billion)
    • Comverse Technology in its sale to its majority owned subsidiary, Verint Systems ($2 billion)
    • Sovereign Bancorp in its sale to Banco Santander ($1.9 billion)
    • Nabors Industries in its acquisition of Superior Wells Services ($1 billion)
    • Cipla, as the largest minority stockholder, in the sale of Chase Pharmaceuticals to Allergan ($1 billion)
    • Goldman Sachs as financial advisor to CEO-led buy-out of Harbin Electric ($770 million)
    • InterMedia Partners in its acquisition of Thomas Nelson ($500 million)
    • Controlling stockholder of DryShips in its going private merger ($460 million)
    • Largest stockholder of Online Resources in its sale to ACI Worldwide ($270 million)
    • Global Traffic special committee in its going private merger with GTCR Funds ($200 million)
    • Vector Group in its going private acquisition of New Valley Corporation ($90 million)
    • Teranga Gold in its acquisition of Oromin Explorations ($80 million)

    Private Transactions

    • Shopify Inc. in its acquisitions of 6 River Systems ($450 million), Tictail ($17 million), and Handshake Corp. (terms not disclosed)
    • Chiltern in its sale to Laboratory Corp of America ($1.2 billion) and in its acquisition of Theorem Clinical Research ($275 million)
    • Management investment group in the formation of Nassau Re with Golden Gate ($750 million)
    • Epic Pharma in its sale to Humanwell and PuraCap ($550 million)
    • Cipla in its acquisition of InvaGen Pharmaceuticals and Exelan Pharmaceuticals ($550 million)
    • EMC Corporation in its acquisition of Xtreme IO ($450 million) and Silver Tail Systems ($300 million)
    • Eye care company in its cross-border sale (terms not disclosed)
    • Ad hoc committee of first lien lenders in the sale of the Texas Rangers in bankruptcy ($450 million)
    • Ad hoc committee of subordinated note holders in the restructuring of Jason Holdings ($300 million)
    • SEACOR Holdings in its acquisition and contribution of VLGCs and related private placement ($150 million), in the sale of its environmental remediation business to J.F. Lehman ($100 million), and in the combination of its crisis management business with O’Brien’s Response ($90 million)
    • Harbinger in the sale of a minority interest in its portfolio casino company to Pinnacle Entertainment ($100 million)
    • GFI Group in its acquisition of assets of Amerex Energy ($90 million)
    • ANI Pharmaceuticals in its acquisition of WellSpring Pharma Services ($18 million)
    • CyberHeart in its sale to a NYSE-listed medical device company (terms not disclosed)
    • Greenbriar Equity in its sale of Grakon Holdings to Industrial Growth Partners (terms not disclosed) and in its acquisition of PetroLiance (terms not disclosed)
    • MediaNews in its acquisition of its California operations and sale to Gannett of 11 media outlets (terms not disclosed)
    • Sony Music in its acquisition of the remaining equity stake in an independent music distributor (terms not disclosed)

    Securities and Capital Markets

    • Sovereign Bancorp and Sovereign Bank in equity and debt offerings ($1.9 billion)
    • Comverse Technology in its spin-off of Comverse, Inc. ($500 million)
    • SEACOR Holdings in its spin-off of ERA Group ($400 million)
    • Assisted with the IPO of International Securities Exchange ($180 million)
    • Wasserstein Estate in its sell down of Lazard stock via underwritten offerings and Rule 144 sales ($150 million)
    • RCN Corporation in its issuer exchange offer of second lien notes for cash and warrants ($125 million)
    • Assisted with the initial public offering of GFI Group ($120 million)
    • Towers Watson in its issuer exchange offer of Class B-1 common stock for newly issued notes ($100 million)
    • Comverse Technology in its proxy contest and defense against Cadian Capital
    • Neuberger Berman Real Estate Income Fund in its defense against a hostile tender offer

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