Representative Transactions

Mergers and Acquisitions

• Gallery Associates, Inc. – counsel to Gallery Associates, Inc. in connection with the sale of Gallery Associates, Inc. to Gallery Holdings, LLC.
• HMS HealthCare, Inc. - counsel to HMS HealthCare, Inc. in connection with its merger into a wholly-owned indirect subsidiary of Aetna Inc. for $385 million.
• Collect America, Ltd. - counsel to Collect America, Ltd. in connection with a leverage buyout of Collect America for consideration of $350 million.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in the merger with QLT, Inc. with a value of $855 million.
• UDR, Inc. - counsel to UDRT in $750 million in transactions.
• UDR, Inc. - counsel to UDRT in the acquisition of certain properties from the Essex Apartment Value Fund for $850 million.
• Optika, Inc. - counsel to Optika, Inc. in the sale to Stellent Inc. with a value of $59 million.
• Connetics Corporation - counsel to Connetics Corporation in the $12.5 million acquisition of the sales organization of PediaMed Pharmaceuticals, Inc., a privately held pharmaceutical company.
• Connetics Corporation - counsel to Connetics Corporation in the $123 million acquisition of the exclusive U.S. rights to the Soriatane® product line from Hoffmann-La Roche Inc.
• Concorde Gaming Corporation - counsel to Concorde Gaming Corporation in the sale of Golden Gates Casino and Golden Gulch Casino.
• UDR, Inc. - counsel to UDRT in the acquisition of four apartment communities (Pinebrook Village, Harbor Greens, Huntington Vista, and Windjammer Apartments) for a purchase price of $137 million.
• UDR, Inc. - counsel to UDRT in the acquisition of a limited liability company owning and operating real property located in Northern California for a purchase price of $51 million.
• Sloan’s Lake Management Corporation - counsel to Sloan’s Lake Management Corporation in the sale of Sloan’s Lake Management Corporation to HMS Healthcare, Inc.
• Altera Corporation - counsel to Altera Corporation in the acquisition of certain intellectual property assets of Network Photonics, Inc.
• Altera Corporation - counsel to Altera Corporation in the acquisition of substantially all of the intellectual property of Siroyan Ltd.
• Azure Solutions Limited – counsel to Azure Solutions Limited and Azure Solutions, Inc. in the acquisition of the assets of Connexn Technologies, Inc.
• Newport Private Equity Asia, L:LC – counsel to Newport Private Equity Asia, LLC in connection with the acquisition of Newport Private Equity Asia, Inc. from Columbia Management Advisors, LLC and subsequent merger.
• Berkley Software Design, Inc. - counsel to Berkley Software Design, Inc. in the sale to Wind River Systems, Inc.
• The Headrick Companies, Incorporated - counsel to The Headrick Companies, Incorporated in the acquisition of Creative Sign Service, Inc.
• The Headrick Companies, Incorporated - counsel to Outdoor America, Inc. in the acquisition of Amsco Outdoor Advertising, Inc. and Amsco Outdoor Advertising of Oklahoma, Inc.
• Progress Investment Management, LLC - counsel to Progress Investment Management Company, LLC in the purchase of Progress Investment Management Company from Columbia Management Group, Inc. and FleetBoston Financial Corporation.
• Altera Corporation - counsel to Altera Corporation in the acquisition of substantially all of the intellectual property of BOPS, Inc.
• Concorde Gaming Corporation - counsel to Concorde Gaming Corporation in the acquisition of Jazz Alley Casino.
• Progress-Putnam Lovell Ventures, LLC - counsel to Progress-Putnam Lovell Ventures, LLC in the acquisition of Class A Preferred Interests of Steinberg Priest & Sloane Capital Management, LLC.
• Progress-Putnam Lovell Ventures, LLC - counsel to Progress-Putnam Lovell Ventures, LLC in the acquisition of Class A Preferred Interests of Westcap Investors, LLC.
• Progress-Putnam Lovell Ventures, LLC - counsel to Progress-Putnam Lovell Ventures, LLC in the acquisition of limited partnership interests of Smith Graham & Co. Investment Advisors, L.P.
• UDR, Inc. - counsel to UDRT in the acquisition of Oaks at Weston and Parke 33 in Lakeland, Florida, through the $38 million purchase of Credit Suisse First Boston’s 75% interest in a joint venture with UDR.
• Connetics Corporation - counsel to Connetics Corporation in its US$16.9 million acquisition of Soltec Research Pty. Ltd. (a division of Australian company F.H. Faulding & Co. Limited).
• NaviMedix, Inc. - counsel to NaviMedix in the acquisition of the assets of NxStep Technologies, Inc.
• NaviMedix, Inc. - counsel to NaviMedix in the acquisition of Firekey, Inc.
• Sloan’s Lake Management Corporation - counsel to Sloan’s Lake Management Corporation in the acquisition of The Alliance PPO.
• WebAccess, Inc. - counsel to WebAccess in the acquisition of Wired Business.
• PhyLink Group, LLC - counsel to PhyLink Group, LLC, in the acquisition of Sloan’s Lake Management Corp.
• Progress Highcrest Ventures - counsel to Progress Highcrest Ventures in the acquisition of Series A Convertible Preferred Stock of Philippe Investment Management, Inc.
• Progress Highcrest Ventures - counsel to Progress Highcrest Ventures in the acquisition of Class A Preferred Interests of Shenandoah Asset Management LLC.
• Progress Highcrest Ventures - counsel to Progress Highcrest Ventures in the acquisition of Class A Preferred Interests of Denali Advisors, LLC.
• Tejpal Acquisition, LLC - counsel to Tejpal Acquisition, LLC in the acquisition of Land Info International, Ltd.
• Altera Corporation - counsel to Altera Corporation in the sale of Altera’s interest in WaferTech, LLC to Taiwan Semiconductor Manufacturing Company.
• iBoost Technology, Inc. - counsel to iBoost Technology, Inc. in the acquisition of BizBlast.com, Inc.
• Progress Highcrest Ventures - counsel to Progress Highcrest Ventures in the acquisition of Broadmark Asset Management.
• The Headrick Companies, Incorporated (Old Corral Acquisition Corp.) - counsel to The Headrick Companies, Incorporated in the acquisition of The Old Corral.
• Aspen Pet Products Holdings, Inc. - counsel to Aspen Pet Products Holdings, Inc. in the acquisition of Snuffy’s Pet Products Inc.
• Aspen Pet Products Holdings, Inc. - counsel to Aspen Pet Products Holdings, Inc. in the acquisition by APP Holdings Corporation.
• Aspen Pet Products Holdings, Inc. - counsel to Aspen Pet Products Holdings, Inc. in the acquisition of Cider Mill Farms.
• Quentra Networks, Inc. - counsel to Quentra Networks, Inc. in the acquisition of HomeAccess Microweb, Inc.
• Altera Corporation - counsel to Altera Corporation in the acquisition of Northwest Logic, Inc.
• Coyote Network Systems, Inc. - counsel to Coyote Network Systems, Inc. in the acquisition of Primary Knowledge, Inc.
• FRx Software Corporation - counsel to FRx Software Corporation in the sale to Great Plains Software Corporation.
• Pegasus Technologies, Inc. - counsel to Pegasus Technologies, Inc. in the sale of Series A and Series B Preferred Stock to Kennecott Energy Corporation.
• ccPlanet.com, Inc. - counsel to ccPlanet.com, Inc. in the acquisition of the assets of Cyberstax, Inc. and Softline Information Inc.
• Kinetra LLC - counsel to Kinetra LLC in the sale to Healtheon, Inc.
• Imparto Software Corporation - counsel to Imparto Software Corporation in the sale to Primus Knowledge Solutions, Inc.
• BEA Systems, Inc. - counsel to BEA Systems, Inc. in the acquisition of Avitek, Inc.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in the acquisition of ViroTex Corporation.
• Stuart Entertainment, Inc. - counsel to Stuart Entertainment, Inc. in the purchase of Bingo Systems & Supply, Inc.
• BEA Systems, Inc. - counsel to BEA Systems, Inc. in the acquisition of Leader Group, Inc.
• KFx Inc. - counsel to KFx Inc. in the acquisition of Pegasus Technologies, Ltd.
• Redcape Software, Inc. - counsel to Redcape Software, Inc. in the sale to Sun Microsystems, Inc.
• Chockstone Press, Inc. - counsel to Chockstone Press, Inc. in the sale to Falcon Publishing, Inc.
• Triumph Fuels Corporation - counsel to Triumph Fuels Corporation in the sale to the Hansen Group, Inc.
• Columbine JDS Systems, Inc. - counsel to Columbine JDS Systems, Inc. in the acquisition of Media Solutions International.
• Columbine JDS Systems, Inc. - counsel to Columbine JDS Systems, Inc., in the sale to Big Flower Press Holdings, Inc.
• Concorde Gaming Corporation - counsel to Concorde Gaming Corporation in the acquisition of the assets of Northstar Casino.
• Snowy Mountain Lodge of Wyoming, LLC - counsel to Snowy Mountain Lodge of Wyoming, LLC in the acquisition of Snowy Mountain Lodge Corporation.
• Mercy Health Center , a division of Mercy Health Services-Iowa, Corp. - counsel to Mercy Health Center in the purchase of the assets of Dubuque Regional Ambulatory Surgical Center, LLC.
• Aspen Pet Products - counsel to Aspen Pet Products in the sale of Aspen Pet Products to EKCO Group, Inc.

Strategic Alliances

• UDR, Inc. - counsel to UDRT in the negotiation of a strategic alliance with Lincoln Property Company No. 2056 Limited Partnership for the construction and acquisition of multifamily residential properties.
• UDR, Inc. - counsel to UDRT in the negotiation of a strategic alliance with Zaremba Peoria, LLC for the construction and acquisition of multifamily residential properties.
• NaviMedix, Inc. – counsel to NaviMedix, Inc. in a negotiation of a strategic alliance with Aetna, Inc.
• Represented NaviMedix, Inc. in the negotiation of a strategic alliance with Highmark Inc.
• Represented NaviMedix, Inc. in the negotiation of a strategic alliance with AmeriHealth, Inc.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a Tripartite Agreement with MediGene AG and Yamanouchi U.K. Limited.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a License and Distribution Agreement with Genpharm Inc.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a Joint Development and License Agreement with Sosei Co., Ltd.
• UDR, Inc. - counsel to UDRT in the negotiation of a joint venture with AEGON USA to acquire and develop multifamily residential communities with a projected development cost of $250 million.
• InPhase Technologies, Inc. - counsel to InPhase Technologies, Inc. in a Joint Development Agreement with Imation.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a Collaboration, License and Supply Agreement with EmerGen, Inc.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a Collaboration, License and Supply Agreement with Faulding Pharmaceuticals.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a License Agreement and a Stock Purchase Agreement with CollaGenex Pharmaceuticals, Inc.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a collaborative Research Agreement between Atrix and Pfizer and a License and Royalty Agreement.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a joint venture with Elan International Services Limited.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a Collaboration, License and Supply Agreement with Sanofi-Synthelabo, Inc.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in a collaboration with MediGene AG.
• ClickThings, Inc. - counsel to ClickThings, Inc. in its formation of ClickThings Australia, a joint venture between ClickThings, Inc., ClickThings Australia Pty. Ltd. and Australia Com-Pty., Ltd.
• Liberty Pacific Direct Investments Ltd. - counsel to Liberty Pacific Direct Investments Ltd. in the formation of JAIC-Newport Japan Venture Fund.
• ClickThings, Inc. - counsel to ClickThings, Inc. in its formation of ClickThings China Limited, a joint venture with China.com Corporation.
• Newport Pacific Management, Inc. - counsel to Newport Pacific Management, Inc. in the establishment of a Cooperation Agreement between Newport Pacific Management, Inc., New World Development Company Limited, New World China Enterprises Investments Limited, New World China Enterprises Limited, New World China Enterprises Projects Limited, Newport Private Equity Asia, Inc., Liberty Pacific Direct Investments Limited, and New World Liberty China Ventures Ltd. for investments in the People’s Republic of China.
• Kinetra LLC - counsel to Kinetra LLC in a $30 million alliance with Humana, Inc., to provide Humana with an electronic network to link 25,000 Humana physicians at sites in 15 markets across the country.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in $250 million Collaboration Agreement for equity investment and licensing rights with Block Drug Company.
• Shawnee Mission HealthCare System - counsel to Shawnee Mission HealthCare System in forming affiliation with Saint Luke’s Hospital, Kansas City and formation of a new $1 billion joint operating company.
• PorterCare Adventist HealthCare System - counsel to PorterCare Adventist HealthCare System in affiliation with Sisters of Charity Health Services Colorado and formation of Centura Health Systems, a $1.2 billion transaction.

Financing Transactions

Public Offerings

Equity Offerings

• UDR, Inc. - counsel to UDRT in $71 million offering of common stock.
• UDR, Inc. - counsel to UDRT in $72.2 million offering of common stock.
• UDR, Inc. - counsel to UDRT in controlled equity offering of up to 5 million shares of common stock.
• UDR, Inc. – counsel to UDRT in $49.2 million offering of common stock.
• UDR, Inc. - counsel to UDRT in $51 million offering of common stock.
• UDR, Inc. - counsel to UDRT in $31 million offering of common stock.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in $150 million offering of common stock.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in $79 million offering of common stock.
• UDR, Inc. - counsel to UDRT in sale of 3 million shares of common stock.
• Centrix Consolicated, LLC - counsel to Centrix Consolidated, LLC in up to $15 million Class C Units.
• Optika Inc. - counsel to Optika Inc. in $15 million offering of Series A Preferred Stock.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in exchange offer between Vipont Royalty Income Fund, Ltd. and Atrix Laboratories, Inc.
• KFx Inc. - counsel to KFx Inc. in offering of common stock to Kennecott Energy Corporation.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in $40 million offering of common stock.
• Coyote Network Systems, Inc. - counsel to Coyote Network Systems, Inc. in $10 million offering of units consisting of common stock and warrants.
• Franchise Finance Corporation of America - counsel to FFCA in $850 million offering of common stock.
• Franchise Finance Corporation of America - counsel to FFCA in $154 million offering of common stock.
• ROC Communities, Inc. - counsel to ROC Communities in $102 million offering of common stock.
• Glenborough Realty Trust Incorporated - counsel to Glenborough Realty Trust Incorporated in $100 million offering of common stock.
• Franchise Finance Corporation of America - counsel to FFCA in $80 million offering of common stock.

Debt and High Yield Debt Offerings

• UDR, Inc. – counsel to UDRT in offering of $250 million of 4.0% Convertible Senior Notes due 2035.
• UDR, Inc. – counsel to UDRT in offering of $50 million of 5.25% senior unsecured notes due 2015.
• UDR, Inc. - counsel to UDRT in offering of $100 million of 5.25% senior unsecured notes due 2015.
• UDR, Inc. - counsel to UDRT in offering of $100 million of 5% senior unsecured notes due 2002 and $25 million of 4.3% senior unsecured notes due 2007.
• UDR, Inc. - counsel to UDRT in debt offering of $750 million mediumterm notes, due nine months or more from date of issue.
• UDR, Inc. - counsel to UDRT in $50 million debt offering of 4.30% senior unsecured Notes due July 1, 2007.
• UDR, Inc. - counsel to UDRT in $50 million underwritten offering of 5.13% senior unsecured Notes due January 15, 2014.
• UDR, Inc. - counsel to UDRT in $50 million underwritten offering of 3.90% senior unsecured Notes due March 15, 2010.
• UDR, Inc. - counsel to UDRT in $75 million underwritten offering of 5.13% senior unsecured Notes due January 15, 2014.
• UDR, Inc. - counsel to UDRT in $50 million underwritten offering of 4.25% senior unsecured Notes due January 15, 2009.
• UDR, Inc. - counsel to UDRT in $50 million underwritten offering of senior unsecured Notes due March 3, 2008.
• UDR, Inc. - counsel to UDRT in debt offering of $300 million mediumterm notes, due nine months or more from date of issue.
• UDR, Inc. - counsel to UDRT in $150 million underwritten offering of senior unsecured Notes due March 3, 2008.
• UDR, Inc. - counsel to UDRT in $200 million underwritten offering of 6.50% senior unsecured Notes due June 15, 2009.
• Centrix Consolidated, LLC - counsel to Centrix Consolidated, LLC in up to $30 million offering of Senior Secured Notes due January 19, 2012.
• Connetics Corporation - counsel to Connetics Corporation in $90 million offering of convertible senior notes due May 30, 2008.
• Atrix Laboratories, Inc. - counsel to Atrix Laboratories, Inc. in $50 million offering of 7% convertible subordinated notes.
• Stuart Entertainment, Inc. - counsel to Stuart Entertainment, Inc. in $100 million offering of 12 ½% senior subordinated notes.
• Franchise Finance Corporation of America - counsel to FFCA in $200 million offering of senior notes.
• Franchise Finance Corporation of America - counsel to FFCA in $150 million offering of senior notes.
• Union Financial Services, Inc. - counsel to Union Financial Services, Inc. in $316 million offering of notes secured by student loan receivables.

PIPE Offerings

• Connetics Corporation - counsel to Connetics Corporation in $62 million PIPE offering.

Tender Offers

• UDR, Inc. – counsel to UDRT in $67 million debt securities tender offer.
• Altera Corporation - counsel to Altera Corporation in $200 million tender offer.
• UDR, Inc. - counsel to UDRT in $228 million debt tender offer of 7.95% Notes due 2006 and 8.5% Debentures due 2024.
• UDR, Inc. - counsel to UDRT in $57 million debt tender offer of 8 1/2% Monthly Income Notes due 2008.

Private Placements

• InPhase Technologies, Inc. - counsel to InPhase Technologies, Inc. in offering of Series C Convertible Preferred Stock.
• The ManiaTV! Network, Inc. - counsel to The ManiaTV! Network, Inc. in offering of Series B. Preferred Stock.
• Progress Investment Management Company, LLC - counsel to Progress Investment Management Company, LLC in offering of economic interests in Progress Investment Management Company, LLC.
• Encorp, Inc. - counsel to Encorp, Inc. in offering of secured convertible notes and warrants.
• Encorp, Inc. - counsel to Encorp, Inc. in offering of Series A. Convertible Preferred Stock.
• Chroma Group Inc. - counsel to Chroma Group in offering of Series D Bridge Notes.
• Gemstone Capital, LLC - counsel to Gemstone in private placement of Class D Preferred Membership Interests.
• VasoGenix Pharmaceuticals, Inc. - counsel to VasoGenix in offering of Series B Convertible Preferred Stock.
• EmerGen, Inc. - counsel to EmerGen, Inc. in $6 million offering of Secured Convertible Demand Notes and Warrants.
• InPhase Technologies, Inc. - counsel to InPhase Technologies, Inc. in offering of Series B Convertible Preferred Stock.
• The ManiaTV! Network, Inc. - counsel to The ManiaTV! Network, Inc. in offering of Series A. Preferred Stock.
• NaviMedix, Inc. - counsel to NaviMedix, Inc. in Series E Preferred Stock offering.
• NaviMedix, Inc. - counsel to NaviMedix, Inc. in Series D Convertible Preferred Stock offering.
• NaviMedix, Inc. - counsel to NaviMedix, Inc. in Series C Convertible Preferred Stock offering.
• WebAccess, Inc. - counsel to WebAccess in Series D Convertible Preferred Stock offering.
• WebAccess, Inc. - counsel to WebAccess in Series C Convertible Preferred Stock offering.
• WebAccess, Inc. - counsel to WebAccess in Series B Convertible Preferred Stock offering.
• NaviMedix, Inc. - counsel to NaviMedix, Inc. in offering of bridge notes.
• ClickThings, Inc. - counsel to ClickThings, Inc. in Series F Preferred Stock offering.
• ClickThings, Inc. - counsel to ClickThings, Inc. in offering of bridge notes.
• Pure Matrix, Inc. - counsel to Pure Matrix, Inc. in Series B Convertible Preferred Stock offering.
• Encorp, Inc. - counsel to Encorp, Inc. in underwritten $40 million Series D Convertible Preferred Stock offering.
• Encorp, Inc. - counsel to Encorp, Inc. in offering of bridge notes.
• Liberty New World China Enterprises Investments, L.P. - counsel to Newport Private Equity Asia, Inc., general partner of the limited partnership, in the formation and offering of units with a minimum offering of $75 million and a maximum offering of $450 million.
• InPhase Technologies, Inc. - counsel to InPhase Technologies, Inc. in Series A Convertible Preferred Stock offering.
• Spider Technologies, Inc. - counsel to Spider Technologies, Inc. in Series B Convertible Preferred Stock offering.
• AduroNet Ltd. - counsel to AduroNet Ltd. in establishment of finance facility with GATX Finance.
• American Floral Exchange, Inc. - counsel to American Floral Exchange, Inc. in Convertible Note offering.
• TechTrainUSA, Inc. - counsel to TechTrainUSA, Inc. in Series A Participating Convertible Preferred Stock offering.
• WebAccess, Inc. - counsel to WebAccess in an underwritten Series A Convertible Preferred Stock offering.
• Lumber Logic Corporation - counsel to Lumber Logic Corporation in offering of bridge notes.
• ClickThings, Inc. - counsel to ClickThings, Inc. in Series A, B, C, D, and E Preferred Stock offerings.
• Mywebtivity - counsel to Mywebtivity in Series A Preferred Stock offering.
• Zolo Technologies, Inc. - counsel to Zolo Technologies, Inc. in convertible note offering.
• Sentry Systems, Inc. - counsel to Sentry Systems, Inc. in Series A Preferred Stock offering.
• Lumber Logic Corporation - counsel to Lumber Logic Corporation in Series A Preferred Stock offering.
• Encorp, Inc. - counsel to Encorp, Inc. in Series C Preferred Convertible Stock offering.
• VStream Inc. - counsel to VStream Inc. in $100 million Series D Preferred Stock offering.
• Pegasus Technologies, Ltd. - counsel to Pegasus Technologies, Ltd. in offering of Series A Preferred Stock to Kennecott Energy Corporation.
• Athene Software, Inc . - counsel to Athene Software in private placement of $15 million.