Matthew D’Ascenzo

Representative Matters

Mergers and Acquisitions

• Represented U.S. subsidiary of foreign public company in approximately $210,000,000 acquisition of contract medical device manufacturing company from middle-market private equity firm.
• Represented private equity firm in substantial leveraged buyout of gas turbine service company.
• Represented strategic buyer in $20,000,000 cross-border leveraged buyout of competing apparel company.
• Represented a prominent regional wealth management company in the $30,000,000 sale of its assets to a leading international network of wealth management firms.
• Represented management group in sale of a gas measurement company between private equity investors, including negotiation of management equity rollover into acquiring company.
• Represented private equity firm in the $10,000,000 leveraged buyout of a manufacturer of high quality fittings used in the firefighting industry.
• Represented a manufacturer of sodium silicates in the $12,000,000 sale of its assets to a leading international producer of specialty inorganic performance chemicals and catalysts.
• Represented management group in management leveraged buyout of producer of engine-maintenance technology for vehicles with diesel engines.
• Represented U.S. subsidiary of foreign public company in the $10,000,000 stock purchase of a rail switch business.
• Represented buyer in acquisition of arena football team franchise.
• Represented seller of western New York distributorship of a prominent national brand of windows and doors in the sale of its assets to a competitor.
• Represented private equity firm in asset purchase of molded plastic wheel business.
• Represented environmental services firm in the $14,000,000 membership interest acquisition of a surveying company.
• Represented seller in the $40,000,000 sale of partnership interests and coal-fired electric plant in transaction dissolving a joint venture between two utility companies.
• Represented seller in the $43,000,000 sale of twenty percent (20%) interest in a newspaper joint venture.

Private Equity, Venture Capital

• Represented bank holding company in the $50,000,000 sale of preferred stock to a private equity company.
• Represented bank holding company in the $50,000,000 million private placement of common stock.
• Represented medical private equity fund in offering of $35,000,000 of limited partnership interests.
• Represented provider of online housing search tool in private placement of $3,000,000 of preferred securities.
• Represented mezzanine lender and private equity investor in significant debt and equity investment providing acquisition capital for purchase of mail distribution, logistics and parcel sorting business.
• Represented mezzanine lender and private equity investor in significant debt and equity investment providing acquisition capital for purchase of franchisee of 24-hour fitness clubs.
• Represented medical diagnostics company in $3,000,000 sale of preferred stock in cram-down round.
• Represented clinical trials outsourcing company in approximately $1,500,000 private placement of common stock, approximately $2,300,000 private placement of preferred stock, and approximately $1,250,000 private placement of notes and warrants.
• Represented gas turbine service company in multiple private placements of an aggregate amount of $6,000,000 of common units.
• Represented numerous early-stage companies in sales of convertible notes.

Recapitalizations and Reorganizations

• Represented Fortune 500 distribution company in multiple cross-border internal restructurings, including the creation of various U.S. and Canadian subsidiaries and numerous issuances and transfers of equity securities and cash.
• Represented apparel company in recapitalization, including the redemption of approximately $13,000,000 of preferred stock.

General Corporate 

• Represented Fortune 500 manufacturer of industrial coatings in the creation of a joint venture with a publicly-listed foreign competitor for sales to manufacturers with production facilities in North America and Europe.
• Drafted, reviewed, and negotiated myriad shareholders’ agreements, limited liability company operating agreements, and limited partnership agreements.
• Drafted, reviewed, and negotiated a vast array of commercial contracts, including employment agreements, distribution agreements, supply agreements, consignment agreements, sales representative agreements, intellectual property licenses, manufacturing agreements, personnel agreements, administrative services agreements, nondisclosure agreements, and terms and conditions of sale and purchase.
• Assisted clients with numerous premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Core Strengths

Corporate Transactions and Securities