David Jaffe

Representative Matters

• Mergers and Acquisitions
  • Represented Lannett Company, Inc. in connection with its US $275 million Term A Loan Facility, US $635 million Term B Loan Facility and US $125 million Revolving Loan Facility used for the acquisition of Kremers Urban Pharmaceuticals, Inc. from UCB S.A. and UCB Manufacturing, Inc.
  • Represented early stage software company in $25,000,000 roll-up sale to P/E-backed platform company.
  • Represented selling shareholders in $40,000,000 P/E-backed growth equity recapitalization of a rail services company.
  • Represented management in buyout of a closely held manufacturer of precision valves.
  • Represented public environmental services company in its acquisition of a privately held designer and manufacturer of coal scrubbing systems.
  • Represented closely held scrap metal recycling company in $15,000,000 rollup acquisition sale to public company acquiror.
  • Represented client in $30,000,000 leveraged buyout of industrial services company.
  • Represented client in $55,000,000 acquisition refinancing and modification of subordinated debt obligation.

• Restructuring
  • Negotiated $200,000,000 restructuring and recapitalization of a financially distressed ethanol producer based in the midwestern United States.
  • Restructuring of a $1,200,000,000 hotel and real estate development holding company based in the western United States.
  • Represented debtor and related entities in a $200,000,000 prepetition restructuring of a luxury home builder based in the western United States in connection with a pre-negotiated Chapter 11 proceeding.
  • Served as restructuring counsel to small cap public interactive advertising company.
  • Handled a corporate split-up transaction including the formation of a holding company under the Delaware merger statute and the transfer of intellectual property assets into a newly formed intellectual property licensing company.

• Corporate Governance
  • Special counsel to board of directors of a small cap public defense technology company regarding formation of a committee of independent directors to consider various strategic alternatives including change of control transactions.
  • Independent counsel to special restructuring committee of the board of directors of a public oil and gas exploration company with respect to the company's consideration of various voluntary insolvency and reorganization proceedings.
  • Expert witness and consultant in litigation matters relating to various aspects of federal securities law, state corporate law and corporate governance.

• Corporate Finance
  • Served as special opinion counsel to SPE issuers of senior and subordinated CMBS debt obligations in connection with a beach front resort development project.
  • Obligor’s counsel in $65,000,000 securitized receivables financing.
  • Offeror’s counsel in Option Share Repricing and Exchange Offer under Rule 13(e)-4.
  • Underwriter’s counsel in $200,000,000 Trust Originated Preferred Securities (“TOPrS”) offering.
  • Issuer’s counsel in $115,000,000 high yield senior note offering.
  • Placement agent’s counsel in $60,000,000 high yield senior note offering.
  • Initial purchaser’s counsel in $110,000,000 high yield senior secured note offering.

Core Strengths

• Corporate Transactions and Securities
• Mergers and Acquisitions