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David L. Forney

Partner
+1.412.355.6330
Fax +1.412.355.6501
+1.202.778.9497
Fax +1.202.778.9100

David Forney is a “company side” corporate lawyer specializing in corporate, strategic joint venture and M&A transactions. For nearly 30 years, David has represented industry parties in complex joint venture, M&A, and other strategic transactions. This experience allows David to have a greater perspective and understanding of company side concerns and processes, whether the other side in the transaction is a competitor, another strategic party or a private equity fund.  His experience includes developing close working relationships with in-house counsel, in-house business development teams, internal due diligence teams, various internal legal experts and management.  It has also given David insight into pricing models, internal approval processes, accounting and reporting concerns, competition concerns, and risk tolerances unique to company side participants.  David’s nearly 30 years of experience representing public and private industry participants, on top of a four-year foundation at Price Waterhouse (now PricewaterhouseCoopers) as a CPA, has made him particularly qualified to handle complex strategic transactions for middle market and large business clients. 

David’s experience includes numerous domestic and international joint venture and alliance transactions for public and private clients, such as Carrier Corporation, PPG Industries, Inc., Wheeling Pittsburgh Steel Corporation, World Wrestling Entertainment (the “WWE”) and the Voest-Alpine unit of Siemens.  For more than 15 years, David has been approved M&A counsel for United Technologies Corporation (UTC) for transactions under $1 billion and has handled more transaction volume for UTC business units than any other attorney during the past 15 years.  He has completed over 150 transactions for Carrier Corporation, UTC Fire and Security, Pratt & Whitney, Hamilton Sundstrand, UTC’s Innovation Business Development Division, and the UTC parent company in various M&A, joint venture, re-structuring, and commercial transactions. 

David represents Liberty Tire Recycling, the largest tire recycler in North America, in more than 100 strategic transactions ranging up to $250 million and represented Liberty Waste Services, formerly in the municipal solid waste business, in more than 140 strategic transactions ranging up to $225 million.  David also represented United States Filter Corporation in most of its strategic acquisitions during its high growth years before it was sold to Vivendi of France. 

David’s strategic transactional expertise spans a broad range of industries, including HVAC, aerospace, fuel cell patent portfolios, coal mining, metallurgical coke production, steel mill maintenance, software engineering, vehicle coatings for Japanese auto manufacturers, OEM product distribution, industrial explosion protection, home security monitoring, fire fighter training systems, industrial power cell components, grand prix race tracks, electric hand dryers, water filtration systems, energy conservation services, automobile manufacturers, municipal solid waste hauling, transfer stations and landfills, tire recycling and end products, supply chain logistics, fund-of-funds investment companies, refrigeration units, office and storage space systems, hospital patient and property tracking systems, commercial engineering, software engineering, interstate highway paving, school bus transportation, movie theatre chains, and even ice cream novelty products.

Transaction forms include severe carve-outs, squeeze-out mergers, combined asset, stock and merger transactions, 50/50 partnership buyouts, options to acquire privately held businesses, state-to-state migrations, and LLC mergers.  Joint venture and M&A transaction value experience range up to U.S. $1 billion and commercial contracts arrangements range up to several U.S. billion, both in non-public transactions.

David’s nearly 30 year corporate practice working for top management in a variety of business sectors and his prior CPA experience at PricewaterhouseCoopers has made him a sought after business advisor for private company boards and management on a broad range of business issues, including minority ownership disputes, problem solving, business risk management, corporate governance, commercial contracts, financing transactions, shareholder rights, restructurings, business formations, and equity investments.

David has been with K&L Gates since 1988 and recently moved his primary office from Pittsburgh to Washington D.C.

Professional/Civic Activities

  • Member, Negotiated Acquisitions Committee of the American Bar Association
  • Member, Pennsylvania Bar Association
  • Member, District of Columbia Bar Association

Speaking Engagements

  • Joint Venture Agreements: Advanced Structuring, Drafting and Negotiating Strategies; Center for Competitive Management (C4CM) Webinar, 6 July 2016
  • Structuring Successful Joint Ventures: Navigating Formation, Capital, Control and Other Complexities; Strafford Webinar, 3 June 2014

Additional Information

Prior to attending law school, David practiced for four years at Price Waterhouse (now PricewaterhouseCoopers) in Pittsburgh, PA as a Certified Public Accountant (CPA). David previously taught courses in accounting at Carnegie Mellon University and Point Park College as an adjunct professor and authored BNA Tax Management Portfolio 19-7, Bad Debts. Prior to joining K&L Gates in 1988, David practiced tax and corporate law for three years at Dechert in Philadelphia, PA.

For most of his adult life, David has been involved with organizations benefiting children. He is a friend and contributor to the Children’s Inn on the campus of the National Institutes of Health (NIH) in Bethesda, MD, which provides the last hope for children who have exhausted all known conventional treatments. David was also a director for the Three Rivers Young People’s Orchestra in Pittsburgh for 6 years.
Joint Venture Transactions

  • Strategic Production Joint Venture between Carrier Corporation and Bosch North America: Represented the UTC in connection with the formation of a strategic production joint venture with Robert Bosch Corporation for the production of water sourced heat pumps for sale to supply chains of Carrier Corporation and Bosch Thermotechnology in North America.
  • Global Alliance between PPG Industries and Kansai Paint: Represented PPG Industries in connection with a strategic global alliance with Kansai Paint Corporation (a Japanese paint manufacturer) to supply coatings for Japanese “transplant” auto manufacturers in North America and parts of Europe and Asia.
  • Strategic Joint Venture between Blackstone Capital Partners and an oil and gas developer. Represented an oil and gas developer in the U.S. in connection with a $750 million investment by Blackstone Capital Partners in multiple strategic joint venture entities among Blackstone and the oil and gas developer.
  • Strategic Production Joint Venture between Wheeling Pittsburgh Steel and Severstal: Represented Wheeling Pittsburgh Steel Corporation in connection with the formation of Mountain State Carbon, a production joint venture, with Severstal to supply metallurgical coke (necessary to make steel) from a coke battery in West Virginia to the venture parties.
  • Strategic Distribution Joint Ventures between Carrier Corporation and WATSCO: Represented Carrier Corporation in connection with the formation of separate strategic joint ventures with WATSCO and Russell Sigler for the wholesale distribution of HVAC equipment at various locations in North America.
  • Joint Venture between WWE and Authentic Brands: Represented the World Wrestling Entertainment (the WWE) in connection with a product joint venture between the WWE and Authentic Brands Group for the promotion and sale of the TapouT brand of athletic performance wear.
  • Strategic Joint Venture between Carrier Corporation and Midlands Carrier Trasnsicold: Represented Carrier Corporation in connection with a strategic joint venture involving Reefer Systems, Inc. (Midlands Carrier Trasnsicold) to provide HVAC wholesale distribution in California.
  • Strategic Production Joint Venture Agreement among Three Major Competitors: Represented a market leader in connection with a confidential production joint venture with two major competitors to manufacture a primary OEM component from two facilities in Europe and one in the United States for sale to supply chains of all three competitors. 
  • Strategic Joint Venture between Newbold Corporation and Addressograph Bartizan: Represented Newbold Corporation in connection with a strategic Canadian joint venture with Addressograph Bartizan to manufacture and sell mechanical credit card machines.
  • Strategic Joint Venture between Voest Alpine and Bethlehem Steel: Represented Voest Alpine Corporation in connection with a strategic joint venture with Bethlehem Steel Corporation to provide heavy maintenance services of Bethlehem Steel’s Sparrows Point, Maryland steel mill.
  • Strategic Joint Venture with Grand Prix Race Track: Represented a premier European Grand Prix Race Track business in connection with a proposed strategic joint venture with certain private parties concerning the construction and operation of a formula race track in the United States.
  • Scroll Technologies Joint Venture Unwind: Represented Carrier Corporation in connection with the unwind and sale of its 50 percent joint venture, general partnership interest in Scroll Technologies, a compressor manufacturer, with Bristol Scroll Compressors.
M&A Transactions

  • Sale of Patent Portfolio: Represented  the UTC Innovation Business Development Division in connection with the sale of a patent portfolio to Ballard Power Systems consisting of approximately 1,300 patents, patent applications and invention disclosures, and know-how primarily for proton exchange membrane fuel cell technology for civilian mobile applications combined with a strategic alliance arrangement led by a joint Advisory Council.
  • Sale of Explosion Protection Business: Represented UTC Fire & Security in connection with a complex “carve-out” sale from seven UTC affiliates to Sentinel Capital Partners, a New York private equity firm, of an industrial factory explosion protection business unit that had substantial operations located in the United States, United Kingdom, France, Switzerland, and Germany.
  • Sale to The Washington Post Company: Represented UTC Fire & Security in connection with the sale to The Washington Post Company of Forney Corporation (no relation) (a maker of combustion equipment for power plants) located in the United States and Mexico with Asian affiliates.
  • Acquisitions of Sensitech and FreightWatch: Represented Carrier Corporation in connection with the acquisition of Sensitech Corporation and a follow-on acquisition several years later of Freight Watch International (supply chain monitoring and logistics companies) from separate private equity firms.
  • Acquisition of NORESCO: Represented Carrier Corporation in connection with the acquisition of NORESCO (a provider of facilities energy conservation services) from a group of private equity firms.
  • Sale of World Dryer Corporation: Represented Carrier Corporation in connection with the sale of World Dryer Corporation (maker of electric hand dryers) to a private equity firm and management.
  • United Technologies Corporation - Other Transactions: Represented various UTC Affiliates over a 15-year period in connection with the purchase or sale of over 150 business, including the sale of certain businesses of the Chubb Fire & Security Division to Comvest, a private equity firm; the sale of the Beverage Air Division to National Consolidated Industries, Inc.; the sale of the Transport Refrigeration Division to Carrier Transicold; the sale of the Heat Transfer Products Group to American Refrigeration; the sale of the Tyler Refrigeration Division to Hill Phoenix; the sale of the International Cold Storage Division to Crown Tonka; the sale of the Wells Bloomfield Division to The Middleby Corporation; the sale of the Comfort Systems Division to United Environmental Services; the sale of the Carter-Hoffmann and Wells Bloomfield to Monomoy Capital Partners; the sale of the MagicAire Division to management; the sale of the North American Bus Air Conditioning Division to Mobile Climate Control; the sale of the Bottle Cooler Division to the Ali Group North America; the sale of the Ardco Curved Glass Division to American Securities Group; the purchase of certain US subsidiaries of Maytag U.K.; and the purchase of the following companies from their respective founders: Refrigerated Container Services, E.B. Ward Company, Pressure Products Industries, California Suppression Systems, Intelligent Automation Corporation, Thermo Industries, Total Logistics, Mercury Instruments, Environmental Market Solutions, Thermo Engine Supply, and United Environmental Services.
  • Chipwich: Represented the ownership group of Chipwich (maker of the first novelty ice cream product in the United States) in connection with its sale to Coolbrands and Integrated Brands.
  • Jaguar, Ferrari and Kia: Represented Jaguar USA, Ferrari North America, and Kia Motors OEMs over a four-year period in connection with numerous dealer acquisitions and dispositions as well as an internal corporate reorganization for Ferrari North America.
  • United States Filter Corporation: Represented United States Filter Corporation (one of the world’s largest water filtration companies) over a six-year period in connection with its acquisition rollup of most of its water filtration and processing companies during its high growth years, including transactions with Permutit, Water Pro, Arrowhead, Polymetrics, Everpure, Jet-Tech, GeoPure, Kisko, Ionpure, Membrolox, Chester Engineers, Illinois Water Treatment, Smogless, Interlake Water Systems, Polymetrics, Utility Supply Group and Zimpro, prior to its sale to Vivendi of France.
  • Halliburton Energy Services, Inc.: Acted as US counsel to Halliburton Energy Services in connection with the sale of its Dutch investment in Enventure Global Technology.
  • CollegeGrad.com sale to Blackboard: Represented the founder of CollegeGrad.com (an information service for college grads) in connection with its sale to Blackboard and subsequent repurchase, resale and repurchase of CollegeGrad.com over a 15 year period.
  • Tele-Tracking Technologies: Represented Tele-Tracking Technologies over a seven-year period in connection with numerous acquisitions and restructuring transactions, including transactions with UPMC Pittsburgh Medical Center, Hill-Rom, RadarFind, Spectrum Equity, and Net Health Systems.
  • Liberty Tire Recycling: Represented the Liberty Tire Recycling group (the largest recycler of tires and maker of rubber byproducts in North America) over a 15-year period in connection with its formation, capital restructuring, multiple private equity and mezzanine investments, minority stockholder issues, its purchase of more than 75 tire related businesses, its sale to American Securities, its $275 million debt restructuring with Jefferies Finance, LLC, PNC Bank and Comerica Bank in July, 2015, with ongoing company level representation.
  • Liberty Waste Services: Represented the Liberty Waste Services groups (processers and disposers of municipal solid waste) over a 12-year period in connection with their formation, capital restructuring, multiple New York and Pittsburgh-based private equity and mezzanine investments, bank loans, purchases of more than 75 municipal solid waste landfills, transfer stations, and trucking companies in various parts of the United States, and the ultimate sale of the consolidated groups to large waste companies, including Waste Management Services, Allied Waste Industries, and American Waste, and other capital transactions with Comerica Bank, Lazard, Park Avenue Equity, and PNC Venture Capital.
  • Sale of Shenango Incorporated to DTE (Detroit Edison): Represented ownership group of Shenango Incorporated in connection with the sale by merger of Shenango Incorporated (owner of a metallurgical coke facility in Pennsylvania) to DTE, an affiliate of Detroit Edison.
  • Sale of Mincorp and PBS Coals to Severstal: Represented the owners of Mincorp and PBS Coals (owners and operators of deep coal mines used for metallurgical coke) in connection with its sale to a Canadian affiliate of Severstal.
  • Deitrich Foundation Caymans Investment Company: Represented the Deitrich Foundation in connection with the formation, mergers, reorganizations and debt transactions with PNC Bank of numerous Cayman Island entities with investments in high-end private equity funds of funds and the ultimate transfer of more than $750 million from the Caymans to the Deitrich Foundation in Pittsburgh PA.
  • Mashuda Corporation sale to Mountain Top Excavation: Represented the founders of Mashuda Corporation (a highway construction company) in connection with its sale to Mountain Top Excavation.
  • Clearview Cinema Theater Acquisitions: Represented Clearview Cinema Corporation over a three-year period in connection with its acquisition rollup of numerous movie theaters, including acquisitions from AMC and Regal, prior to its sale to Cablevision.
  • Sundance Theater Group: Represented Korean-based CJ CGV in connection with its proposed acquisition of the Sundance Theater Group from the Robert Redford Group.
  • Laidlaw Bus Company Acquisitions: Represented Laidlaw over a four-year period in connection with the rollup of numerous school bus companies.
  • Spang & Company Foreign Operations: Represented Spang & Company in connection with various foreign capital and loan transactions to foreign affiliates through the Caymans, Barbados, Hong Kong, and other intermediaries.
General Corporate Matters

  • General Corporate Counseling: Provided general corporate counseling over a broad range of corporate subjects, including over 40 commercial loan transactions, formations and restructurings, shareholder arrangements, minority stockholder disputes, and complex commercial contracts, to numerous clients over 25 years, including Williams Scotsman/Algeco Scotsman (worldwide group), Liberty Tire Services, TeleTracking Technologies, Shenango Incorporated, Mincorp/PBS Coals, OSR (Open System Resources), Spang & Company, Ferrari North America, Aloe Coal Companies, Voest Alpine Corporation, United Technologies Corporation, United States Filter Corporation, Kerotest Industries and Aloe Coal Companies.