David Jaffe is a business transactions lawyer whose practice focuses on mergers and acquisitions, growth capital investments, corporate finance, corporate governance, private placements and distressed company transactions.

For more than 20 years, he has counseled middle market businesses, emerging growth companies, public corporations and boards of directors in these transactions and has served as an advisor on general corporate and commercial matters.

His prior professional experiences as a banker and startup company executive inform his role as a trusted business advisor to his clients. David regularly serves as outside general counsel to his clients and has extensive experience at each stage of the corporate life cycle – start up, expansion, management transition and exit. Through his work involving distressed companies, he has substantial knowledge in the transactional aspects of bankruptcy and the restructuring of debtors.

David is a prolific writer, speaker and instructor on various topics relating to middle market companies and corporate transactions.

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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.

Professional Affiliations & Honors

  • American Bar Association
  • Association for Corporate Growth, Pittsburgh Chapter, Board Chair
  • Pittsburgh Venture Capital Association
  • Great Lakes ACG Capital Connection Conference, Co-Chair
  • Past President, Community Day School

Background

  • 2018 Metz Lewis Brodman Must O’Keefe LLC

Education

  • 1994 D., University of Pittsburgh
  • 1990 M.B.A., University of Pittsburgh
  • 1986 A., University of Pennsylvania

Admissions

  • Pennsylvania
  • New York
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