David is a business transactions lawyer whose practice focuses on mergers and acquisitions, growth capital investments, corporate finance, corporate governance, securities offerings and distressed company transactions. For more than 20 years, he has counseled middle market businesses, emerging growth companies, public corporations and boards of directors in these transactions and has served as an advisor on general corporate and commercial matters.
His prior professional experiences as a banker and startup company executive inform his role as a trusted business advisor to his clients. David regularly serves as outside general counsel to his clients and has extensive experience at each stage of the corporate life cycle – start up, expansion, management transition and exit. Through his work involving distressed companies, he has substantial knowledge in the transactional aspects of bankruptcy and the restructuring of debtors.
David is a prolific writer, speaker and instructor on various topics relating to middle market companies and corporate transactions.
Representative M&A Matters
- Represented Lannett Company, Inc. in connection with its US $275 million Term A Loan Facility, US $635 million Term B Loan Facility and US $125 million Revolving Loan Facility used for the acquisition of Kremers Urban Pharmaceuticals, Inc. from UCB S.A. and UCB Manufacturing, Inc.
- Represented selling shareholders in $40,000,000 P/E backed growth equity recapitalization of a rail services company.
- Represented management in buyout of a closely held manufacturer of precision valves.
- Represented public environmental services company in its acquisition of a privately held designer and manufacturer of coal scrubbing systems.
- Served as special opinion counsel to SPE issuers of senior and subordinated CMBS debt obligations in connection with a beach front resort development project.
- Represented closely held scrap metal recycling company in $15,000,000 rollup acquisition sale to public company acquiror.
- Represented client in $30,000,000 leveraged buyout of industrial services company.
- Represented client in $55,000,000 acquisition refinancing and modification of subordinated debt obligation.
Representative Restructuring Matters
- Negotiated $200,000,000 restructuring and recapitalization of a financially distressed ethanol producer based in the midwestern United States.
- Restructuring of a $1,200,000,000 hotel and real estate development holding company based in the western United States.
- Represented debtor and related entities in a $200,000,000 prepetition restructuring of a luxury home builder based in the western United States in connection with a pre-negotiated Chapter 11 proceeding.
- Served as restructuring counsel to small cap public interactive advertising company.
- Handled a corporate split-up transaction including the formation of a holding company under the Delaware merger statute and the transfer of intellectual property assets into a newly formed intellectual property licensing company.
Representative Corporate Governance Matters
- Special counsel to board of directors of a small cap public defense technology company regarding formation of a committee of independent directors to consider various strategic alternatives including change of control transactions.
- Independent counsel to special restructuring committee of the board of directors of a public oil and gas exploration company with respect to the company's consideration of various voluntary insolvency and reorganization proceedings.
- Expert witness and consultant in litigation matters relating to various aspects of federal securities law, state corporate law and corporate governance.
Representative Corporate Finance Matters
- Acted as obligor’s counsel in $65,000,000 securitized receivables financing.
- Offeror’s counsel in Option Share Repricing and Exchange Offer under Rule 13(e)-4.
- Acted as underwriter’s counsel in $200,000,000 Trust Originated Preferred Securities (“TOPrS”) offering.
- Acted as issuer’s counsel in $115,000,000 high yield senior note offering.
- Acted as placement agent’s counsel in $60,000,000 high yield senior note offering.
- Acted as initial purchaser’s counsel in $110,000,000 high yield senior secured note offering.
Before Fox Rothschild
In law school, David was a member of the University of Pittsburgh Law Review. Prior to law school, David was an international commercial banking officer at a regional bank holding company.
Emerging Companies Insider
The Emerging Companies Insider Blog focuses on recent and developing areas of the law affecting startup and emerging growth companies and their investors, including choice of entity, shareholders’ agreements, issuance of equity to employees, preparing for and executing a capital raise, exit strategies and the JOBS Act and its impact on how companies can and should raise capital from investors.
Hiring an Investment Bank – Part 1
Hiring an Investment Bank – Part 2
Proven Tips for Successful Business Owner Exit Transactions
Private Sellers, Public Buyers: Straight Talk About Selling to a Public Company
Director Conduct in the Face of Insolvency
Impact of Wells Fargo, N.A. v. Cherryland Mall Limited on Loan Markets
The Impact of the Economic Crisis on the Private Equity Sector, Credit Markets and Middle-Market M&A Activity
Honors & Awards
- Included in the list of "Super Lawyers” by Philadelphia Magazine and Law & Politics Magazine (2010, 2011, 2012)
- Included in “Super Lawyers Business Edition” in the area of Business/Corporate (2013)