Corporate, Finance and Capital Markets

Our Corporate, Finance and Capital Markets group is one of the broadest, deepest and most accomplished in the region. Whether assisting companies in accelerating an investable idea, accessing the capital markets, securitizing cash-flow streams, pursuing strategic alliances or investment opportunities, or negotiating solutions to delicate corporate governance issues, we'll assist you in taking your business from here to there.

Public Company & Capital Markets
Over the last five years, we've handled over 260 assignments in the U.S. and international capital markets with a transaction value of more than $35 billion. We've also handled over 50 public company mergers and acquisitions involving securities with a transaction value of over $35 billion.

Our representation of $83 billion Sovereign Bancorp, Inc., in one of the largest and most complex federally mandated divestitures in U.S. history and the related debt, common and preferred equity financings in the international capital markets to provide the capital necessary to support the acquisition speaks volumes. We have the depth, breadth and technical expertise usually found only in Wall Street firms. We also assist public companies in connection with public offerings, follow-on-equity offerings, debt financings, venture capital and private equity fund formation, portfolio investments and transactions, private debt and equity placements, ongoing securities law and other regulatory compliance.

Our vertical alignment with Griffin Financial Group LLC, an investment banking firm serving the mid-Atlantic region, enables us to offer our clients in the middle markets a seamless continuum of services.

Non-Public Company Mergers & Acquisitions
We've handled over 85 mergers and acquisitions assignments not involving public securities with a transactional value of over $20 billion in the last five years alone. Usually chosen for our strong financial background and familiarity with debt and equity financing sources, our lawyers are responsible for some very large, nationally prominent transactions including representations of management in buyouts and buyout attempts. We recently represented Boscov's in an intra-family transfer of ownership through a $425 million leveraged recapitalization; Magnatech International, L.P., in its sale to Hamilton Robinson, LLC; the management of Kiwi Products, Inc., in a leveraged buy-out from Sara Lee and the subsequent sale of the company to an operating subsidiary of ONEX, a Canadian private equity firm; Cloister Spring Water Co. in its sale to Suntory (Japan) Water; and the management group of Yuasa, Inc., in its negotiations with Morgan Stanley Capital Partners to provide the private equity necessary to support this large management buy-out. Through assistance such as this, we've earned our reputation as one of the largest, deepest and most experienced corporate law groups in Pennsylvania.

Venture Capital, Private Equity and Mezzanine Financing
Stevens & Lee represents venture capital, leveraged buyout, and other private equity funds, together with their sponsors, in connection with formation, capital-raising and investment transactions. Our fund clients include those targeting specific industry and market segments or specializing in providing a certain type of capital (including early stage and growth capital). We represent these funds in negotiating, structuring and documenting investment transactions of all types, including senior debt, mezzanine and equity, and exits from those investments.

We also represent companies seeking capital at various stages of the capital raising process, including, but not limited to, emerging growth companies. Our company clients include those in the computer hardware and software, communications, life sciences, health care, financial services, and a variety of other industries and vary in size from emerging businesses to large publicly traded companies. Our lawyers possess broad experience in assisting clients from the first round of financing through initial public offering, merger, acquisition or other exit transaction.

Domestic Subsidiaries of Multinational Corporations
Stevens & Lee has the broad expertise to assist multinational corporations operating in the U.S. Whether your business is long-established here or is in the conceptual stage, we understand the unique challenges that make operating in the U.S. marketplace a formidable undertaking. We also understand the opportunities available to domestic subsidiaries that make facing those challenges worthwhile.

Stevens & Lee works with multinational businesses in a number of critical areas. These include:

  •  Workforce Issues
  • Commercial Transactions, Trade Compliance and Intellectual Property
  • Tax Challenges
  • Government Incentives for U.S.-Based Operations

Our goal is to help you achieve maximum financial and operational results while minimizing liability as you navigate the complexities of the U.S. marketplace.

Structured Finance and Loan and Other Asset Trading
We assist in structuring asset participations and syndications including highly complex, multi-class loan and cash-flow securitizations. We structure, negotiate and document transactions on behalf of insurers, investors, servicers, and commercial and mortgage bankers.

We counsel clients in the purchase and sale of hundreds of pools of single and multi-family mortgage loans, commercial loans and consumer loans with trades ranging in size from $1 million to hundreds of millions of dollars. Banks, savings institutions, mortgage companies, specialty finance companies, insurance companies, governmental units, and trustees and investment funds seek our assistance in the purchase, securitization and sale of asset portfolios. We've worked extensively with the Federal Housing Authority (FHA), Fannie Mae and Freddie Mac. One of our lawyers was formerly with Sallie Mae.

Loan servicers like PHEAA, the Pennsylvania Higher Education Assistance Agency, seek our assistance in the acquisition of loan servicing rights and other servicing issues. We also advise agency and private-investor clients on the purchase and sale of mortgage servicing rights.

Corporate Governance
Advising clients - offerors and targets - in connection with unsolicited acquisition proposals, board destabilization attempts, proxy contests and other struggles for control of public companies demands lawyers with the experience and skill to meet the challenges created by today's volatile corporate environment. We represented Meridian Bancorp, Inc., in connection with its hostile bid for Commonwealth National Bank, and both Sovereign Bancorp, Inc., and Meridian Bancorp, Inc., in connection with board destabilization attempts. We also recently represented insurgents in connection with a successful proxy contest for HealthRite, Inc.

Stevens & Lee lawyers advise clients on the implications of the Pennsylvania anti-takeover statute, shareholder rights plans, takeover defense tactics and election contests for corporate control. We also skillfully handle many other delicate corporate governance matters.

For more information on our capital markets and public company practices, please contactl David W. Swartz at 610.478.2184. For more information on our non-public company and mergers and acquisitions practices, please contactl John A. Harenza at 610.478.2128 or Steven M. Tyminski at 610.205.6032.

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