REPRESENTATIVE EXPERIENCE
Kelly A. Terribile
Represented an acquisition vehicle in an approximately US$1.85 billion target transaction.
Represented a significant minority stockholder in its acquisition of a publicly traded global food company.
Represented Accumen Inc., a New York-based provider of end-to-end strategy and services to drive value and long-term sustainability for clinical lab, outreach services, patient blood management, and imaging services, in its acquisition by Arsenal Capital Partners, a New York-based private equity firm.
Represented Alaris Royalty Corp., a Canadian private equity firm, in its acquisition of a $46 million preferred equity stake in Body Contour Centers, LLC (d/b/a Sono Bello), the largest private plastic surgery practice management business in the United States operating in more than 50 locations in nearly 30 states.
Represented Alaris Royalty Corp. in a US$46 million combination preferred stock and subordinated debt investment in GWM Holdings, Inc. and one of its subsidiaries, which provide global data-driven digital marketing solutions to advertisers, to finance a management buyout of a private equity buyout fund.
Represented a private equity investor in an investment in non-control, dividend-paying, perpetual preferred equity, and the negotiation of governing and investment instruments in an industrial, commercial, and residential electrical contracting services business.
Represented Falconhead Capital, LLC, a sports, leisure, and lifestyle-focused private equity firm, alongside M3 Outdoor Investments, in the acquisition of Kwik Tek, Inc. The terms of the transaction were not disclosed. Based in Colorado, Kwik Tek is a leading designer and supplier of outdoor branded products for the recreational watersports and winter sports markets.
Represented J2 Acquisition Limited (LSE: JTWO) in its listing on the London Stock Exchange. At the time of the offering, this was the largest IPO on the London Stock Exchange in 2017, raising a record total of US$1.25 billion. The sponsors of J2 Acquisition Limited were former senior executives of Jarden Corporation, which was sold to Newell Rubbermaid in 2016.
Represented Landscape Acquisition Holdings Limited (LSE: LAHL), a British Virgin Islands blank check company, in its US$500 million initial public offering (IPO) on the London Stock Exchange. Landscape raised US$484 million through the sale of ordinary shares at US$10 per share, with an additional US$16 million raised from the purchase of preferred shares by the company's founders. Landscape was expected to use the proceeds of the IPO to acquire either an operating company or business with significant real estate operations in either the hospitality, lodging, gaming, or property services sector in North America or Europe. A global wealth manager, an American multinational investment bank and financial services company, and another American multinational investment bank and financial services company served as underwriters for the IPO.
Represented Landscape Acquisition Holdings Limited, a publicly traded company sponsored by Toms Capital LLC and Imperial Cos Ltd., in its business combination with AP Wireless, a leading global cell site lease investment firm. With the closing of the transaction, Landscape was renamed Digital Landscape Group.
Represented Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a specialty chemicals company, in the sale of its agricultural solutions business consisting of Arysta LifeScience Inc., a Delaware corporation, and its domestic and foreign subsidiaries (collectively, ''Arysta"), to UPL Corporation Limited, a Mauritius public company and a wholly owned subsidiary of UPL Limited, for an aggregate purchase price of US$4.2 billion in cash.
Represented QIAGEN North American Holdings, Inc., a developer of technologies and products for separating and purifying nucleic acids and for sampling and assaying procedures, in its acquisition of N-of-One, Inc., a Massachusetts-based molecular decision support company.
Represented Replay Acquisition Corp. in connection with entering into a business combination agreement with Finance of America Equity Capital LLC (Finance of America), a Blackstone-backed end-to-end lending and services platform that operates in market sectors that include mortgages, reverse mortgages, commercial real estate, and fixed-income investing. The transaction was structured as an "Up-C" and a "double dummy" merger pursuant to which Finance of America undertook a reorganization and a newly formed company acquired Replay and an interest in Finance of America; the combined company was anticipated to become a NYSE-listed public company. The transaction implied an equity valuation at closing for the combined company of US$1.912 billion.
Represented United Wholesale Mortgage, the largest wholesale mortgage originator in the United States, in the completion of its previously announced business combination with Gores Holdings IV, Inc., valuing UWM at approximately US$16 billion. In connection with the closing, UWM received approximately US$925 million of gross proceeds, including approximately US$425 million of cash from Gores and US$500 million in proceeds from the private placement that was completed in connection with the business combination. Additionally, in connection with the closing, Gores changed its name to UWM Holdings Corporation and commenced trading on the NYSE under the new ticker symbol “UWMC.”
Represented VSE 2017-A VOi Mortgage LLC as issuer of US$325 multimillion asset-backed securities secured by vacation ownership interest loans.
Represented Tuscan Holdings Corp. in connection with a definitive merger agreement with Microvast, Inc., a designer, manufacturer, and provider of next¬-generation battery technologies for commercial and specialty electric vehicles. The transaction valued the combined company at US$3 billion.
Represented Summer Infant, Inc., a Rhode Island-based infant and toddler care products company, in its sale to Kids2, Inc., a Georgia-based infant and toddler toy product manufacturing company.