| Biography | Cory Jacobs concentrates his practice in the area of business tax law and general corporate law. Mr. Jacobs advises a broad array of taxpayers in the following areas: · domestic and international tax matters · tax-efficient structuring of domestic and international mergers, acquisitions, divestitures, reorganizations, spin-offs, redemptions and liquidations · use of partnerships, S corporations and limited liability companies · issuances of equity-based compensation Mr. Jacobs also is an adjunct professor of law at Rutgers Camden Law School where he teaches corporate tax and partnership tax. He has also taught business enterprises at Rutgers and Tax-Free Reorganizations at Villanova University School of Law. His tax practice is enhanced by his CPA experiences in which he worked as a senior tax consultant in Deloitte & Touche's international and domestic tax practices and as a senior staff accountant for Lapensohn & Associates. Representative Matters · Recapitalization, acquisition, and financing of distributor of tools for the oil industry by a private equity firm client. · Restructuring and sale of wholesale and retail distributor of liquid fuel and other petroleum products to a large pipeline operator. · Strategic acquisition of healthcare data analytics company and related financing by private equity firm client; sale of same company to strategic investor. · Numerous multi-million dollars acquisitions on behalf of world's largest inter-enterprise software company. · Equity financing on behalf of health care company and subsequent sale of same health care company to a NYSE-listed, Fortune 500 company. · Multiple acquisitions and divestitures on behalf of provider of software systems and processing services and solutions. · Acquisition of roofing services provider by a private equity firm client. · Acquisition, financing and sale of shipyards by a private equity firm client. · Recapitalization, acquisition, financing and sale of van-pool services and passenger vehicle leasing services company by a private equity firm client. · Multi-part restructuring/divestiture of energy company by an electricity provider. · Sale of automotive parts distributor by private equity firm client to second private equity firm. · Acquisition of provider of supply chain management solutions by private equity firm client. · Recapitalization, acquisition, and financing of national importer of pipes, valves, fittings, and related products company on behalf of private equity firm client. · Sale of international travel services company in acquisition by NYSE-listed, Fortune 100 company. Community Service & Affiliations Mr. Jacobs is a sponsor for the Entrepreneurs' Organization in Philadelphia. He currently serves on the Board of Directors of the National Liberty Museum in Philadelphia, Pennsylvania. He also served on the Board of Managers for the Katz Jewish Community Center in Cherry Hill, New Jersey and is the former vice chairman of the JCC Camps in Medford, New Jersey. Memberships American Institute of Certified Public Accountants Entrepreneurs' Organization Pennsylvania Bar Association Philadelphia Bar Association Events Blank Rome Tax Update 9:00 AM - 5:00 PM Philadelphia, PA and New York, NY September 20, 2011 and September 27, 2011 Joseph T. Gulant and Cory G. Jacobs Event Playing the Winning Hand: Successfully Taking Chips Off the Table Marvin Comisky Conference Center, One Logan Square, Philadelphia, PA April 1, 2010 Alan L. Zeiger and Cory G. Jacobs Event Legal Boot Camp-Prepare for the Sale October 7, 2008 Cory G. Jacobs, Alan L. Zeiger, Lawrence S. Chane and David M. Perry Event Publications Congressional Tax Debate Comes to a Close - For Now Tax Update December 2010 Joseph T. Gulant, Jennifer Lynn Bell, Daniel R. Blickman, Megan A. Christensen, Susan A. Cobb, Joseph M. Doloboff, et al. Alert Tax Breaks in the Small Business Jobs Act of 2010 Tax Update November 2010 Cory G. Jacobs and Alan L. Zeiger Article Recent Developments in Employee Benefits and Executive Compensation Employee Benefits & Executive Compensation Update April 2010 (No. 3) Arthur Bachman, Colleen A. Carolan, Wilhelm L. Gruszecki, Michael J. Hanlon, Cory G. Jacobs, Barry L. Klein, et al. Alert IRS Imposes Additional Penalty On Public Companies That Fail To Disclose Tax Penalties In SEC Reports Corporate and Securities Update March 2009 (No. 5) Yelena M. Barychev and Cory G. Jacobs Alert Performance-Contingent Payment May Not Be Deductible Employee Benefits & Executive Compensation Update February 2008 (No. 1) Joseph T. Gulant, Barry L. Klein and Cory G. Jacobs Alert IRS Offers FIN 48 Assistance Tax Update November 2006 (No. 2) Cory G. Jacobs Alert President Bush Signs New Tax Bill Tax Alert May 2006 Cory G. Jacobs Alert Temporary Suspension of Certain Federal Tax Limitations on Charitable Contributions Business Tax / Private Client Alert November 2005 J. Caleb Boggs III, Lawrence S. Chane, Joseph T. Gulant, Cory G. Jacobs, David M. Kuchinos, Michael H. Leeds, et al. Alert News Atlantic Marine, a J.F. Lehman Portfolio Company, Acquires Millennium January 20, 2009 T. Michael Dyer, Peter Schnur, Rustin I. Paul, Cory G. Jacobs, Barbara D. Linney and Margaret Anne Hill Media Coverage Atlantic Marine, a J.F. Lehman Portfolio Company, Acquires Boston Ship Repair January 6, 2009 T. Michael Dyer, Peter Schnur, Rustin I. Paul, Margaret Anne Hill, Cory G. Jacobs, Arthur Bachman, et al. Media Coverage Brett Esber Moderates Conference on Recent Changes to U.S. Taxation of International Shipping Income April 15, 2005 Brett M. Esber, Joseph T. Gulant and Cory G. Jacobs Press Release Cases and Deals Halifax Security Acquires All Assets of Corporate Security Solutions August 19, 2011 Gary R. Goldenberg, Brian J. McTear, Cory G. Jacobs and Thomas B. McKernan III Halifax Security, Inc. d/b/a North American Video in its acquisition of substantially all of the assets of Corporate Security Solutions, Inc. d/b/a Nexus Technologies Group, for an undisclosed amount. Deal Affiliates of ZS Fund Purchase Equity Interests in Industrial Air Tool August 15, 2011 Gary R. Goldenberg, Brian J. McTear, Thomas B. McKernan III, Cory G. Jacobs and Heather Sonnenberg Affiliates of ZS Fund, LP and other existing equity holders in their purchase of additional equity interests in Industrial Air Tool, LP, LLP and its general partner, IATGP, LLC, from another existing equity holder. Deal J.F. Lehman & Co. Acquires US Joiner LLC & Turnbull LLC June 27, 2011 Peter Schnur, Arthur Bachman, Jennifer Lynn Bell, Grant E. Buerstetta, Thomas Z. Cheplo, Matthew J. Comisky, et al. J.F. Lehman & Company in its acquisition of US Joiner LLC and Turnbull LLC. Deal Andrew Barroway Purchases Equity Interests in Altus Partners June 23, 2011 Gary R. Goldenberg, Cory G. Jacobs and Brett J. Schulman Andrew Barroway in the purchase of equity interests in Altus Partners LLC for an undisclosed amount. Deal Singer NY Acquires Assets of M. Tucker Co., Inc. June 17, 2011 Kipp B. Cohen, Joel Charles Shapiro, Donald D. Gamburg and Cory G. Jacobs Singer NY, LLC, a wholly owned subsidiary of Singer Equipment Company, Inc., in the acquisition of certain of the assets of M. Tucker Co., Inc. Deal Transcend United Technologies Merges with LiquidSpoke May 23, 2011 Alan L. Zeiger, Karen L. DiBiase and Cory G. Jacobs Transcend United Technologies in its merger with LiquidSpoke for an undisclosed amount. Deal LLR Equity Partners in a Joint Acquisition of Platinum Equity May 2011 Louis M. Rappaport, Linsey B. Bozzelli, Cory G. Jacobs and Joshua L. Strober LLR Equity Partners, in its joint acquisition with Pouschine Cook Capital Partners, of Strategic Distribution, Inc. from Platinum Equity. Deal Blue 9 Fund I, LP Purchases Minority Interest in Hirtle Callaghan & Co. April 13, 2011 Steven Dubow, Cory G. Jacobs and Geoffrey D. Schwartz Blue 9 Fund I, LP in connection with its purchase of a minority interest in Hirtle Callaghan & Co, a $20 billion Philadelphia-based asset manager specializing in outsourced chief investment officer services. Deal WRDC Acquires Assets of WPH Mt. Laurel & WPH Kansas City April 6, 2011 Gary R. Goldenberg, Brett J. Schulman, Joseph S. Finkelstein, Cory G. Jacobs and David Brier WRDC in the acquisition, by affiliates of WRDH Holdings, Inc., of the assets of WPH Mount Laurel LLC and WPH Kansas City LLC, each of which was an owner of a hotel and water park in Mt. Laurel, NJ and Kansas City, MO. Deal TowerOne Partners Sells Membership Interests to Tower Development Corp. January 6, 2011 Gary R. Goldenberg, Philip R. Rosenfeldt, Cory G. Jacobs and Brett J. Schulman TowerOne Partners LLC in the sale of all of the membership interests of seven (7) of its subsidiaries to Tower Development Corporation, an affiliate of Crown Castle USA Inc. Deal Ryder System, Inc. Acquires Total Logistic Control for $200M December 31, 2010 Kevin J. Bruno, Peter Schnur, Shaun Snitman, Cory G. Jacobs, Arthur Bachman, Matthew J. Comisky, et al. Ryder System, Inc. acquires Total Logistic Control for approximately $200 million. Deal VPSI, Inc. Acquired by Verde Parent, Inc. December 23, 2010 Gary R. Goldenberg, Louis M. Rappaport, Brett J. Schulman, Joseph T. Gulant, Mathew S. Rotenberg and Cory G. Jacobs VPSI, Inc. in its acquisition by Verde Parent, Inc. for an undisclosed amount. Deal Shareholders of Expert Parking Sells Stock to National Parking Management Firm December 8, 2010 Francis E. Dehel and Cory G. Jacobs Shareholders of Expert Parking in the sale of the stock of the company to Standard Parking. Deal SeventySix Capital Finances Mark Ecko Entertainment November 30, 2010 Gary R. Goldenberg, Brian J. McTear and Cory G. Jacobs SeventySix Capital in connection with the recapitalization, reorganization and venture capital financing of Mark Ecko Entertainment LLC. Deal Private Equity Firm Invests in SNI Group October 8, 2010 Kipp B. Cohen, Cory G. Jacobs and Mathew S. Rotenberg SNI Group in a private equity investment transaction with an affiliate of Alumni Capital Network Fund I, L.P. Deal Halfpenny Technologies Secures $2.6 Million in Capital Investment October 7, 2010 Louis M. Rappaport and Cory G. Jacobs Halfpenny Technologies Inc. in a $2.6 million Series A Preferred venture financing from Osage Ventures, Milestone Partners and LORE. Deal Affiliate of SunGard Data Systems Acquires Interest of Fox River Execution Technology July 19, 2010 Kipp B. Cohen, Brett J. Schulman, Thomas B. McKernan III, Matthew E. Breen, Lisa Casey Spaniel, Cory G. Jacobs, et al. An affiliate of SunGard Data Systems, Inc. in the acquisition of all of the membership interests of Fox River Execution Technology, LLC for an undisclosed amount. Deal J.F. Lehman & Company Sells Atlantic Marine Holding Company for $352 Million July 13, 2010 T. Michael Dyer, Peter Schnur, Thomas Z. Cheplo, Rustin I. Paul, Joseph T. Gulant, Cory G. Jacobs, et al. Blank Rome represented J.F. Lehman & Company ("JFL") in the sale of one of its portfolio companies, Atlantic Marine Holding Company, to BAE Systems, Inc. for $352 million. Deal Merion Capital Closes New Fund July 2010 Gary R. Goldenberg, Louis M. Rappaport, Richard J. McMahon, Mary K. Stokes and Cory G. Jacobs Merion Capital in the closing of a new fund. Deal DecisionOne Acquired by Glodyne Technoserve for $104M June 30, 2010 Gary R. Goldenberg, Linsey B. Bozzelli, Karen L. DiBiase, Thomas B. McKernan III, Shlomo Troodler and Cory G. Jacobs DecisionOne Corporation in its acquisition by Glodyne Technoserve Inc. for $104 million. Deal Lincoln National Corporation in Two Offerings for $1.14B June 29, 2010 Melissa Palat Murawsky, Alan H. Lieblich, Timothy A. French, Francis E. Dehel, Daniel R. Blickman, Cory G. Jacobs, et al. Lincoln National Corporation in two offerings worth $1.14 billion. Deal Gertrude Hawk Acquires Organic Food Manufacturer June 28, 2010 Alan L. Zeiger, Shaun Snitman, Arthur Bachman, Donald D. Gamburg, Daniel J. Ivler, Cory G. Jacobs, et al. Gertrude Hawk in its acquisition of Drew's for an undisclosed amount. Deal Meakem Becker Invests in Schoology, a Cloud-Based Learning Management System for Education June 8, 2010 Thomas P. Dwyer and Cory G. Jacobs Blank Rome advised Meakem Becker venture Capital in its $1.25 million investment in Schoology. Deal Service Champ Sold to Halifax Capital Partners April 23, 2010 Gary R. Goldenberg and Cory G. Jacobs Service Champ in its sale to Halifax Capital Partners for an undisclosed amount. Deal Amerifile Acquires Peachtree Business Products March 1, 2010 Kipp B. Cohen, Brett J. Schulman, Joseph T. Gulant, Cory G. Jacobs, Philip R. Rosenfeldt, Mathew S. Rotenberg, et al. Amerifile, LLC, a portfolio company of Entrepreneur Partners, in a private equity investment transaction with an affiliate of Roark Capital Group and the subsequent acquisition by Amerifile of Peachtree Business Products, LLC. Deal Fastech Investment Group Acquires Aserdiv, Inc. & Transcend Communications, Inc. November 24, 2009 Alan L. Zeiger, Cory G. Jacobs, Karen L. DiBiase and Erin O'Brien Harkiewicz Fastech Investment Group, LLC, a portfolio company of NewSpring Mezzanine Capital, in its acquisition of Aserdiv, Inc. for an undisclosed amount. Deal GSI Commerce Acquires Internet Retailer for $350 Million November 19, 2009 Francis E. Dehel, Melissa Palat Murawsky, Karen L. DiBiase, Richard J. McMahon, Barry L. Klein, Cory G. Jacobs, et al. GSI Commerce, Inc. in its acquisition of Retail Convergence for $350 million. Deal Safeway Group Acquires Real Estate & Assets from Private Companies September 30, 2009 Henry M. Kuller, Francis X. Crowley, Bruce A. Eisenberg, Dayna C. Finkelstein, Cory G. Jacobs and Shaun Snitman Safeway Group, Inc. in its acquisition of real estate and certain other operating assets from a group of related New Jersey private companies for an undisclosed amount. Deal Cortec Group Acquires 180 Medical, Inc. September 16, 2009 Gary R. Goldenberg, Cory G. Jacobs, Mathew S. Rotenberg, Thomas P. Dwyer, Brian J. McTear, Shlomo Troodler, et al. Cortec Group in its acquisition of a majority stake in 180 Medical, Inc. for an undisclosed amount. Deal J. F. Lehman & Company Acquires Drew Marine for $120 Million August 31, 2009 Peter Schnur, Joseph T. Gulant, Thomas Z. Cheplo, Rustin I. Paul, Scott R. Smith, Brooke T. Iley, et al. J.F. Lehman & Company in its acquisition of Drew Marine for $120 million Deal SunGard Data Systems Acquires Provider of Instructional Software March 1, 2009 Kipp B. Cohen, Timothy A. French and Cory G. Jacobs SunGard Data Systems in its acquisition of substantially all of the assets of Performance Pathways, Inc., for an undisclosed amount. Deal Trollinger Consulting Group Acquired by Univest Corporation of Pennsylvania December 31, 2008 Kipp B. Cohen and Cory G. Jacobs Trollinger Consulting Group, TC Group Securities Company, Inc., TCG Investment Advisory, Inc., and Allied Benefits Group, LLC ("TCG Group") in their sale to Univest Investments, Inc., a subsidiary of Univest Corporation of Pennsylvania (NASDAQ: UVSP). The transaction closed on December 31, 2008 and the terms were undisclosed. Deal Atlantic Marine, a J.F. Lehman Portfolio Company, Acquires Boston Ship Repair December 29, 2008 T. Michael Dyer, Peter Schnur, Rustin I. Paul, Margaret Anne Hill, Cory G. Jacobs, Arthur Bachman, et al. Atlantic Marine, a J.F. Lehman & Company portfolio company, in their purchase of Boston Ship Acquisition, LLC, for an undisclosed amount. Deal Atlantic Marine, a J.F. Lehman Portfolio Company, Acquires Millennium December 29, 2008 T. Michael Dyer, Peter Schnur, Rustin I. Paul, Cory G. Jacobs, Barbara D. Linney and Margaret Anne Hill Atlantic Marine, a J.F. Lehman & Company portfolio company, in their purchase of Millennium Industrial and Marine Solutions, Inc., on December 29, 2008, for an undisclosed amount. Deal Blank Rome Represents Eagle Maintenance Supply in Acquisition October 2008 Linsey B. Bozzelli, Cory G. Jacobs and Alan L. Zeiger Eagle Maintenance Supply, Inc., acquried by Interline Brands, Inc. Deal Metropolitan Equity Partners Invests in Buxbaum Jewelry Advisors, LLC August 8, 2008 Louis M. Rappaport and Cory G. Jacobs Metropolitan Equity Partners in its recent investment in Buxbaum Jewelry Advisors, LLC. Deal SunGard Business Systems Sells SunGard Advisor Technologies, Inc. August 1, 2008 Francis E. Dehel, Thomas B. McKernan III, Cory G. Jacobs and Margaret Anne Hill SunGard Business Systems LLC in its sale of all of the stock of SunGard Advisor Technologies, Inc., to M3Fn, LLC. Deal Metropolitan Equity Partners Invests in Chelsea 10011 July 15, 2008 Louis M. Rappaport, Kevin J. Baum and Cory G. Jacobs Blank Rome advised Metropolitan Equity Partners in its recent investment in Chelsea 10011 Deal Blank Rome Represents Leading Provider of Healthcare Data Products and Analytic Services July 2008 Kevin J. Baum, Lisa Casey Spaniel, Cory G. Jacobs and Geoffrey D. Schwartz SDI Health LLC, its internal reorganization and acquisition of Verispan, L.L.C. in July 2008. Deal Metropolitan Equity Partners Invests in Ballista Securities LLC June 30, 2008 Louis M. Rappaport, Cory G. Jacobs and Mary K. Stokes Blank Rome advised Metropolitan Equity Partners in its recent investment in Ballista Securities LLC. Deal SunGard Availability Services Acquires Strohl Systems Group May 21, 2008 Kipp B. Cohen, Cory G. Jacobs, Joshua L. Strober and Margaret Anne Hill SunGard Availability Services in its acquisition of all the stock of Strohl Systems Group for undisclosed terms. Deal Blank Rome Represents CMS Small-Cap Private Equity Fund in Acquisition April 2008 Cory G. Jacobs and Scott R. Smith CMS Small-Cap Private Equity Fund in its acquisition of substantially all of the assets of Cedar Valley Exteriors, Inc., for an undisclosed amount. Deal Omega Financial Acquired by F.N.B. for $393 Million April 1, 2008 Lawrence R. Wiseman, Melissa Palat Murawsky, Francis E. Dehel, Wilhelm L. Gruszecki, Arthur Bachman and Cory G. Jacobs Omega Financial Corp. in its acquisition by F.N.B. Corp. for $393 million. Deal NCO Group to Acquire Outsourcing Solutions for $325 Million February 29, 2008 Lawrence R. Wiseman, Francis E. Dehel, Melissa Palat Murawsky, Margaret Anne Hill, Arthur Bachman, Barry L. Klein, et al. NCO Group, Inc., in its definitive agreement to acquire Outsourcing Solutions Inc., for $325 million. Deal Farm & Home Oil Company Acquired by Buckeye Partners for $145.5 Million February 8, 2008 Gary R. Goldenberg, Kipp B. Cohen, Cory G. Jacobs, Samuel H. Becker, Margaret Anne Hill, Daniel J. Ivler, et al. Farm & Home Oil Company, in its acquisition by Buckeye Partners, L.P., for $145.5 million. Deal Sale of Outdoor Media Company, Morgan Signs February 1, 2008 Alan L. Zeiger, Karen L. DiBiase, Daniel J. Ivler and Cory G. Jacobs Morgan Signs, Inc. in Lamar Advertising of Pennsylvania LLC's asset purchase of the outdoor advertising group. Deal East Penn Financial Acquired by Harleysville National for $85 Million November 16, 2007 Joseph T. Gulant and Cory G. Jacobs East Penn Financial Corporation in its acquisition by Harleysville National Corporation for $85 million. Deal Micronetwork Producer of "Obama Girl" Video Sold October 19, 2007 David M. Perry, Louis M. Rappaport, Jennifer Hale Eagland, Cory G. Jacobs and Dina L. Relles Barely Political LLC in the formation, intellectual property agreements, and sale to Next New Networks. Deal Dynamic Imaging Acquired by GE Healthcare October 11, 2007 Barry H. Genkin, Louis M. Rappaport, Cory G. Jacobs and Karen L. DiBiase Dynamic Imaging LLC, in its acquisition by GE Healthcare. Deal Lincoln National Corporation Closes Deal Worth $375 Million October 9, 2007 Alan H. Lieblich, Melissa Palat Murawsky, Ethan M. Seer, Joseph T. Gulant, Cory G. Jacobs, Yelena M. Barychev, et al. Lincoln National Corporation in a securities offering of senior notes worth $375 million. Deal SunGard Availability Services LP Acquires VeriCenter August 20, 2007 Kipp B. Cohen, Timothy A. French, Cory G. Jacobs, Matthew J. Comisky and Margaret Anne Hill SunGard Availability Services LP in its acquisition of all the stock of VeriCenter. Deal ZS Fund Portfolio Company, Smith-Cooper, Closes Add-On Acquisition June 29, 2007 Gary R. Goldenberg, Louis M. Rappaport, Mathew S. Rotenberg, Cory G. Jacobs, Brett J. Schulman, Kevin M. O'Malley, et al. ZS Fund LP portfolio company Smith Cooper International L.L.C. in its recent purchase of substantially all of the assets of Sharon Piping & Eqpt. Inc. Deal Walgreen Acquires Take Care Health Systems May 22, 2007 Gary R. Goldenberg, Linsey B. Bozzelli, Karen L. DiBiase and Cory G. Jacobs Take Care Health Systems, in its acquisition by Walgreen Co. of 51 healthcare clinics in the U.S. Deal PetroSteel Sold to Edgen Murray May 11, 2007 Lawrence F. Flick II, Cory G. Jacobs and Kevin M. O'Malley PetroSteel International L.P. in the sale of assets to Edgen Murray LP II for $50 million. Deal ZS Fund Buys VPSI, Inc. April 16, 2007 Gary R. Goldenberg, Louis M. Rappaport, Mathew S. Rotenberg, Joseph T. Gulant, Cory G. Jacobs, Brett J. Schulman, et al. ZS Fund in its recapitalization and purchase of VPSI, Inc. Deal Amerifile Holdings Acquires American Filing Technologies March 13, 2007 Kipp B. Cohen, Cory G. Jacobs, Mathew S. Rotenberg and Brett J. Schulman Amerifile Holdings, Inc., in its acquisition of American Filing Technologies, Inc., for an undisclosed amount. Deal SunGard Data Systems Merges with Aceva Technologies February 14, 2007 Kipp B. Cohen and Cory G. Jacobs SunGard Data Systems in its merger with Aceva Technologies for an undisclosed amount. Deal One Equity Partners Acquires NCO Group for $1.26 Billion November 15, 2006 Arthur Bachman, Francis E. Dehel, Cory G. Jacobs, Melissa Palat Murawsky, Mathew S. Rotenberg and Lawrence R. Wiseman NCO Group, Inc., in its acquisition by One Equity Partners for $1.2 billion. Deal ZS Fund Buys Stake in Smith Cooper and Flo-Rite October 4, 2006 Gary R. Goldenberg, Joseph T. Gulant, Larry Hampel, Margaret Anne Hill, Frederick L. Ikenson, Cory G. Jacobs, et al. Fund purchases equity interest in leading importers of piping system products. Deal $77 Million Equity Financing March 6, 2006 Gary R. Goldenberg, Cory G. Jacobs, Linsey B. Bozzelli and Karen L. DiBiase Largest capital raise in the retail healthcare industry. Deal |