• Investments – Representing private equity and venture capital firms or early-stage and more mature companies in structuring, negotiating and closing investments, the firm works with clients from nondisclosure agreements, letters of intent and term sheets to stock purchase, investor rights and stockholder agreements and preferred stock charter or limited liability company documents to ancillary agreements and closing documents, typically with a team of one partner and one associate involved at every step along the way.
  
  
• Acquisitions – Representing private equity firms or selling entities and stockholders in structuring, negotiating and closing acquisitions, including various types of debt financings in connection with such acquisitions, the firm works with clients from nondisclosure and exclusivity agreements and letters of intent to stock purchase, asset purchase, merger and recapitalization agreements to ancillary agreements and closing documents, with a partner actively engaged throughout the entire process. Even after closing, the firm's attorneys stay committed to the success of the transaction, advising clients with respect to tax filings, post-closing adjustments and earn-outs, transaction agreement compliance and business and personnel integration.
  
  
• Portfolio Company Representation – Representing companies post-investment or acquisition, the firm advises management teams and private equity firm professionals in connection with a wide range of legal matters, bringing to bear the firm's broad experience in any industries in which such companies operate. Drawing on Kelley Drye's strengths in other practice areas, the Private Equity group assists clients who face issues involving areas of the law such as advertising, antitrust, employee benefits, environmental, financing, insurance, intellectual property, labor, mergers and acquisitions, real estate, securities, tax and trade regulation.
  
  
• Exit Strategies and Execution – Helping clients plan and execute exit strategies, whether by merger, sale, strategic alliance, recapitalization or public offering and subsequent sale or distribution of portfolio securities, the firm's attorneys are better able to provide practical guidance due to their understanding of the motivations and desired protections on both sides of such transactions.
  
  
• Fund Formation/Investment – Representing private investment fund sponsors or institutional investors in connection with fund formation and investments, the firm helps clients structure investment vehicles to optimize their tax and investment goals by drawing on the firm's proficiency in corporate, securities, mergers and acquisitions, tax and pension regulatory matters.

• Representation of DLJ Merchant Banking Partners in connection with the leveraged acquisition of The Service Companies, Inc., a janitorial services company, and affiliated companies.
  
  
• Series of lead investments in VivoMetrics, Inc. (f/k/a LifeShirt.com, Inc.), a patient monitoring device company, including additional rounds of bridge financings and a recapitalization.
  
  
• Leveraged acquisition of Thompson Publishing Group, Inc. and affiliated companies (with MidOcean Partners, LP) a publisher of various publications and developer and operator of audio and Web conferences for the legal services industry.
  
  
• Sale of Credit Suisse Private Equity’s interest in Thompson Publishing Group, Inc. to Avista Capital Partners, a New York-based private equity fund.
  
  
• Series of lead investments in Sentient Jet, Inc. (f/k/a eBizJets.com, Inc.), a private jet membership company.
  
  
• Series of lead investments (with NorthCastle Partners) in CRC Health Group, Inc., a behavioral healthcare company, and acquisition by CRC of National Specialty Clinics, Inc., a national owner of methadone clinics.
  
  
• Series of lead investments in American Biophysics Corp., maker of Mosquito Magnet biting insect traps.
  
  
• Co-investments in:
  
  
• Raymedica, Inc., a prosthetic spinal disk manufacturer.
  
  
• Totality Corp. (f/k/a MimEcom Corporation), a systems management company.
  
  
• Convergent Technologies, Inc., a provider of packet-based infrastructure products for telecom carriers.
  
  
• Pluris Networks, Inc., a developer of Internet routers.
  
  
• eMed Technologies Corporation, a provider of image management, teleradiology and Web technologies for radiologists.
  
  
• Network Elements, Inc., a developer of optical networking modules.
  
  
• Oxagen Limited, a U.K. provider of genetic data (U.S. counsel).
  
  
• Arriva!, a developer of maintenance systems for Internet networks.
  
  
• Multiplex, Inc., an optical components and subsystems supplier.
  
  
• Keystroke Technology Solutions, Inc., a lending technology company.
  
  
• Medivance, Inc., a developer of therapeutic temperature management systems.
  
  
• eGenera, Inc., an Internet data center company.

• Co-investment (with Telegraph Hill Partners) in Freedom Innovations, Inc. and Applied Composite Technology, Inc., companies specializing in the design and production of prosthetic devices.
  
  
• Investment in PetMedicus Laboratories, Inc., a specialty pharmaceutical company created to develop and commercialize medicines for companion animals.
  
  
• Leveraged acquisition of VersaPharm Incorporated, a pharmaceutical development and marketing company.
  
  
• Leveraged acquisition of Aircast Incorporated, worldwide manufacturer and distributor of healthcare devices for orthopedic injuries.
  
  
• Sale of Aircast Incorporated to dj Orthopedics.
  
  
• Leveraged acquisition of Trover Solutions, Inc., a NASDAQ-listed provider of insurance subrogation outsourcing services.

• Leveraged acquisition of Helmac Products Corporation (now known as The Evercare Company), a manufacturer and distributor of home and clothing care products.
  
  
• Leveraged acquisition of Advanced Duplication Services, Inc., a manufacturer and distributor of outsourced compact disc, diskette-duplication and fulfillment services.
  
  
• Leveraged acquisition of Techno-Aide, Inc., a manufacturer and distributor of accessory products for the medical imaging market.
  
  
• Acquisition of retail business of H.B.D., Incorporated (a home care products company) by The Evercare Company.
  
  
• Acquisition of Provac Disc Media Corp. (a manufacturer and distributor of DVD and VHS products and services) by Advanced Duplication Services, LLC.

• Formation of ProQuest Investment II, L.P. and its affiliate fund and formation of ProQuest Investments III, L.P. (currently in fund-raising).
  
  
• Lead investment in Optimer Pharmaceuticals, Inc.
  
  
• Lead investment in ActivX Biosciences.
  
  
• Lead investment in Cypress BioScience.
  
  
• Lead investment in Palatin Technologies.

• Lead investment in Corona Optical Systems, Inc., including a “down round”.
  
  
• Lead investment in NetRegulus, Inc., including several additional rounds of bridge financings and a “down round”.
  
  
• Lead investment in Cobotics, Inc.
  
  
• Lead investment in Exact Technologies, Inc.

• Lead investment in a bridge financing for TWG, Inc., an insurance commission finance company.
  
  
• Additionally, KDW represents various portfolio companies of Cardinal, including DMS Group, Inc., a direct marketing services company, National Data and Sales of Chicago, Inc., a marketing fulfillment company, Municipal Sewer Services, Inc., a sewer cleaning company and Concourse Communication Group, LLC, an independent wireless infrastructure for quasi-governmental facilities company.

For further information about Kelley Drye's Private Equity practice group, please contact:

John T. Capetta
(203) 351-8022
jcapetta@kelleydrye.com