David E. Wells

Shareholder
Miami,  FL  U.S.A.
Phone305.579.0713

Peer Rating
 5.0/5.0
AV® Preeminent

Client Rating

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Experience & Credentials Ratings & Reviews
 

Practice Areas

  • Corporate & Securities
  • Life Sciences & Medical Technology
  • Mergers & Acquisitions
 
Contact InfoTelephone: 305.579.0713
Fax: 305.961.5613
http://www.gtlaw.com/People/David-E-Wells
 
University Colgate University, B.A., Economics, magna cum laude, 1987 Phi Beta Kappa; University of Michigan Business School, M.B.A., 1991
 
Law SchoolUniversity of Michigan Law School, J.D., 1991
 
Admitted1992, Florida
 
Memberships The Florida Bar (Member, Business Law Section); American Bar Association.

 
BornSan Antonio, Texas, May 19, 1965
 
Biography

David E. Wells focuses on advising public and private companies in connection with corporate finance transactions and mergers and acquisitions. In the field of corporate finance, Mr. Wells routinely assists clients with public and private securities offerings including IPOs, registered direct offerings, secondary offerings, PIPEs, registered shelf offerings, and Regulation D and offshore offerings. In the mergers and acquisition space, he has worked on a wide variety of transactions, including public company mergers, going-private transactions, strategic and financial investments and divestitures, public and private leveraged acquisitions and spin-offs, exchange offers, tender offers and hostile-takeovers and defenses. Mr. Wells has received numerous awards for his securities and mergers and acquisitions work.

For many of his clients, Mr. Wells also provides advice regarding corporate governance, securities law compliance, securities exchange (NYSE, NASDAQ and OTC) compliance, director fiduciary duties and executive compensation, equity compensation plans, self-tender offers, stock repurchases and accelerated stock repurchase programs.

Mr. Wells has represented a wide variety of public and private clients, including those in the following industries: medical device, biologic, healthcare, telecommunication, hi-tech equipment and service, software, internet based retailers, alternative media, regulated and unregulated financial services, REITs, real estate development, private investment funds, alternative energy, poultry production, premium spirits and other brands, airport development and manufacturing and distribution. His clients have ranged from start-up operations to Fortune 500 companies.

Mr. Wells' unique financial and legal background has assisted a number of small companies grow into large, established private or public companies.

Areas of Concentration

· Corporate finance and securities law

· Mergers & acquisitions

· Corporate governance and special committee advice

· PIPES

· Private placements

· Shelf registrations

· Private equity

Professional & Community Involvement

· Member, Business Law Section of the Florida Bar

· Chairman, Coconut Grove Village Council

· President, Board of Directors, North Grove Neighborhood Association

· Member, American Bar Association

· Member, The Florida Bar

Awards & Recognition

· Listed, The Best Lawyers in America, Securities / Capital Markets Law, 2008-2014
- Florida's Best Lawyers, 2012

· Finalist, Daily Business Review, "Top Dealmaker of the Year - Corporate Finance Category," 2013

· Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America's Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013

· Selected, South Florida Legal Guide "Top Attorney for Corporate and Business," 2013

· Listed, Chambers USA Guide, 2007-2013

· Listed, Super Lawyers magazine, Florida Super Lawyers, 2007, 2010-2013

· Finalist, Daily Business Review, "Top Dealmaker of the Year - Corporate (Domestic) Category," 2012

· Member, team ranked as a top corporate law firm in Miami as selected by corporate directors, in the annual "Legal Industry Research Study" by Corporate Board Member magazine and FTI Consulting Inc. (10th year), 2002-2009, 2011-2012

· Finalist, The M&A Advisor, Healthcare/Life Sciences Deal of the Year, 2011

· Finalist, The M&A Advisor, Upper Middle Market Deal of the Year, 2011

· Rated, AV Preeminent® 5.0 out of 5

Professional Experience

Significant Representations

Select Capital Market Engagements

· Assisted in structuring of $600 million Reg. D/ Reg. S preferred stock offering - Financial Institution°

· Private offering of $400 million of units - Investment Funds°

· Private offering of $150 million of subordinated debt securities - Investment Fund°

· Public offering of $106 million of common stock - Real Estate Investment Fund°

· Public offering of $80 million of preferred stock - REIT°

· $60 million sale and exchange of preferred stock - Technology Company°

· PIPE offering of $30 million of Series A Preferred Stock - Wireless Technology Company°

· PIPE offering of $30 million of Series B Preferred Stock - Wireless Technology Company°

· $6 million IPO of common stock - Biotech Company°

· Development of Accelerated Stock Repurchase Program for Investment Bank°

Select M&A & Securities Engagements

· Representation of Metropolitan Health Networks, Inc. (NYSE) in its $850 million sale to Humana, Inc. (NYSE)

· Representation of Metropolitan Health Networks, Inc. (NYSE) in its $417 million leveraged acquisition of Continucare Corporation (NYSE) for cash and stock

· Representation of regulated financial institution in connection with sale of $1 billion of equity subscriptions to fund strategic acquisitions°

· Representation of acquirer in stock and asset purchase of multi-billion dollar technology service provider (NYSE)°

· $2 billion sale of LNR to Cerberus Capital - Representation of Special Committee of LNR (NYSE)°

· Multi-billion dollar hostile acquisition of medical device company (NYSE) - served as acquirers local counsel

· Representation of Internet-based retailer in restructuring and $150 million+, leveraged sale to strategic acquirer for cash, debt and equity

· Leveraged buyout of construction and engineering company°

· Representation of direct marketing company in a series of transactions valued at $130 million°

· Representation of food production company in $100 million+ going private transaction°

· $80 million bid for technology company (NASDAQ)°

· $60 million bid for technology equipment company°

· Representation of investment fund in takeover contest involving a software company (NASDAQ & TSX)°

· Representation of largest shareholders of software company in $35 million sale of company to a multinational computer software technology corporation (NYSE)°

· Representation of investment fund in takeover bid for publicly traded federal savings bank (NASDAQ)°

· Representation of luxury shoe brand in sale to private equity group for cash and equity°

· Representation of ethanol producer in restructuring and leveraged sale to strategic acquirer°

· Representation of super-premium spirits brand in private placement of equity to strategic investor and private placements of equity to financial investors

· Representation of infrastructure developer in private placement of equity to strategic investor and private placements of equity to financial investors

Select Securities Counsel Engagements

· Metropolitan Health Networks, Inc. (NYSE)

· Heartware International, Inc. (NASDAQ: GM)°

· Bioheart, Inc. (NASDAQ)°

· Airspan Networks, Inc. (NASDAQ: NMS)°

· Koger Equity, Inc. (NYSE)°

· Rica Foods, Inc. (AMEX)°

· SFBC, Inc. (NYSE)°

Select Internal Investigations & Special Committee Projects

· Review of Fortune 500 Company's supply system for control weakness°

· Investigation of $75 million transaction by NYSE listed company°

· Investigation of $35 million of transactions by AMEX listed company°

· Risk assessment for $600 million investment in private investment fund°

· Investigation of $140 million of transactions by bank°

· Investigation of private placements by bank°

Securities Commission Inquiries & Enforcement Actions

· Rica Foods, Inc. (AMEX)°

· Former executive of Home Gold Mortgage (NYSE)°

· Representation of largest investor in publicly traded technology company (NASDAQ)°

· Representation of receiver approved in SEC initiated receivership action

· Voice Flash, Inc (OTC)°

° The above matters were handled by Mr. Wells prior to joining Greenberg Traurig, LLP.

Previous Employment

· President and Owner, legal and financial consulting firm, April 1997-April 2001

Publications & Presentations

Articles, Lectures & Publications

Articles

· Featured, "Greenberg Traurig Team Works $850M Health-Care Merger," Daily Business Review, January 9, 2013

· Featured, "Acquisition Depended on Rare Financing Contingency Terms," Daily Business Review, May 7, 2012

· Author, Special Report: Securities Law, SEC Disclosure Rules Not the Magic Bullet, Daily Business Review, January 2010

· Author, When Perfectly Good Cash Isn't Perfectly Good, Maximize Management, June 2009

· Author, FASB Proposes Expanded Disclosure Requirements for Loss Contingencies Relating to Liabilities, The Privacy & Data Security Law Journal, January 2009

· Author, Senior Honors Thesis: The Impact of the 1986 Tax Reform Act Upon Residential Housing

Speeches

· Panelist, LT CFO Events, Internal Controls & Fraud Prevention: Preparing control and fraud prevention tactics - Corporate Governance Area

· Panelist, Association of Public Compliance, AIM Market Offerings, July 2007

 
ISLN901207058
 


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Office Information

David E. Wells

333 SE 2nd Avenue, Suite 4400
MiamiFL 33131




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