Doug Leary, a partner in Sutherland's Corporate Practice Group, represents publicly traded and privately held companies in a broad range of corporate and transactional matters, including stock and asset acquisitions, mergers, tender offers, consolidations, joint ventures, private equity and venture capital transactions, recapitalizations, debt financing and general corporate and contract matters. Doug also represents clients in structuring and negotiating the terms of LLCs, partnerships, investment funds, "stable value" contracts and other complex financial arrangements. Doug has represented business development companies (BDCs), insurance and financial services companies, energy companies, private equity funds, consumer products companies and publishers, among others, in a wide range of transactions, with a particular focus on transactions involving the purchase and sale of broker-dealers, investment advisers, CLO and CDO collateral managers, insurance companies, and blocks of life, health and annuity business. In addition to his general transactional practice, during the recent financial crisis Doug was extensively involved in the U.S. government's efforts to provide financial assistance, in the form of loss-sharing on a $309 billion pool of potentially troubled assets, to one of the nation's largest banks, and helped develop a sale transaction structure designed to assist banks in removing troubled assets from their balance sheets. Doug has been an adjunct professor at a nationally ranked law school and has participated on a number of panels, published various articles and been quoted in the financial press regarding merger and acquisition-related topics. Representative Experience Public Company Transactions Examples of Doug's experience involving the purchase and sale of publicly traded companies include: · Representing Spectrum Brands Inc. (formerly Rayovac) in its merger with Russell Hobbs Inc. to create a new consumer products company, Spectrum Brands Holdings Inc., with estimated annual revenues of more than $3 billion. · Representing Allied Capital Corporation in its $850 million merger with Ares Capital Corporation. · Representing Patriot Capital Funding, Inc., in its $192 million merger with Prospect Capital Corporation. · Representing Saratoga Investment Advisors in its $55 million debt and equity recapitalization of GSC Investment Corporation, a publicly traded business development company. · Representing Park Communications (NASDAQ PARC) in the $711 million sale of Park to two private investors. · Representing Swiss Re in the $172 million tender offer for the outstanding stock of Southwestern Life Holdings (NASDAQ: SWLH). Private Equity and Other Non-Public Transactions Examples of Doug's experience involving the purchase, sale or reorganization of privately held companies or their assets include: · Representing Oglethorpe Power in its $529 million acquisition of Murray I and II LLC, a project company that owns two combined cycle facilities totaling approximately 1,250 MW in Georgia. · Representing British Nuclear Fuels in a variety of transactions, including:
- The reorganization of BNFL USA Group in connection with the $5.4 billion sale of Westinghouse Electric to Toshiba Corporation.
- The acquisition by Westinghouse Electric Company of PaR Systems Inc.
- The sale of BNG America to EnergySolutions LLC.
- The termination and buyout of consortium agreement between BNG America and Washington Group International.
- The management buyout of BIL Solutions. · Representing a major wholesale energy trading company in its sale to Lehman Brothers and in the sale of its retail energy provider subsidiary to a private equity firm. · Representing Callidus Capital Management in the sale of its collateral management business to GSO/Blackstone. · Representing Allied Capital Corporation in connection with a number of transactions, including:
- The $981 million sale of its CMBS portfolio and servicing platform to CW Capital.
- The acquisition of Crescent Hotels & Resorts.
- The acquisition of AllBridge Financial.
- The acquisition of Cambridge Capital Management.
- The acquisition of Callidus Capital Management.
- The acquisition of Emporia Capital Management.
- The acquisition of Legacy Partners.
- The sale of assets of Legacy Partners to Friedman Billings & Ramsey. · Representing Telmark LLC in the $617 million sale of its equipment lease portfolio to Wells Fargo Financial Leasing. Insurance and Financial Services Transactions Examples of Doug's experience involving insurance and financial services companies include: · Representing Wilton Re in the acquisition (through reinsurance) of substantially all the assets of Annuity and Life Re (Holdings) Ltd. · Acting as special counsel to SAFECO Corporation in the $1.4 billion sale of its life insurance and asset management business to White Mountains/Berkshire Hathaway. · Representing ING Group NV in connection with:
- The $152 million acquisition of United Life and Annuity from Penncorp.
- The sale of medical stop-loss division to SAFECO.
- The sale of health insurance division to Manhattan Life. · Representing Lincoln Financial Group in connection with:
- The $1.4 billion acquisition of CIGNA's life, health and annuity business.
- The acquisition of Dougherty Financial Group (adviser to the Voyageur mutual funds).
- The acquisition of UNUM's tax-sheltered annuity business. · Representing Swiss Re in the acquisition of North West Life from Industrial-Alliance Life of Canada. · Representing Hartford Life in the acquisition of PLANCO, the largest wholesaler of mutual funds and insurance products in the United States. · Representing Securian Financial in the acquisition of H. Beck Inc. (broker-dealer and investment adviser), Capital Financial Group Inc., and CFG Insurance Services Inc. from individual stockholders. Professional And Community Involvement · Member, American Bar Association · Member, Business Law Section, American Bar Association · Member, Mergers & Acquisitions Committee, American Bar Association · Member, Corporation, Finance and Securities Law Section, The Bar Association of the District of Columbia · Pro Bono Attorney, Bread for the City, a Washington, D.C.-based nonprofit agency · Adjunct Professor of Law, The George Washington University Law School (2007-2010) Recent Publications And Speaking Engagements · Quoted, "Six Avoidable M&A Mistakes," Chief Executive Magazine (August 2011) · Author, "M&A Strategies in the Recovering Economy," Advising Clients in Mergers and Acquisitions (Aspatore 2011) · Author, "The Changing Face of the Due Diligence Process," Business Due Diligence Strategies (Aspatore 2011) · Quoted, "Getting a Grip on Intangibles," Treasury & Risk Magazine (October 2010) · Speaker, "Corporate M&A Developments: Update on Deal Protections," Tax Series I: Mergers and Acquisitions (November 30, 2011) · Panelist, "BDC Strategic Transactions" and "BDC Portfolio Structuring Activities," 2010 BDC Roundtable (September 2010) · Panelist, Corporate Counsel Webinar: "Nuts and Bolts of Selling a Division" (September 2009) Industries Consumer Products News Sutherland Serves as Counsel to Saratoga Investment Advisors, LLC in its Purchase of GSC Investment Corp.
August 17, 2010 Sutherland Represents Spectrum Brands in Merger With Russell Hobbs - Addition to Spectrum's Portfolio Creates $3 Billion Consumer Products Company
June 28, 2010 Sutherland Represents Solar Capital Ltd. in Initial Public Offering
April 28, 2010 Sutherland Represents Allied Capital Corporation in Merger with Ares Capital Corporation
April 26, 2010 Sutherland Represents Saratoga Investment Advisors, LLC in its Purchase of GSC Investment Corp.
April 26, 2010 Sutherland Represented Patriot Capital Funding in Merger with Prospect Capital
December 7, 2009 Legal Alerts Legal Alert: Regulation D Developments
March 5, 2009 Legal Alert: Delaware Chancery Court Continues to Hold That a Material Adverse Effect Requires a Significant, Long-Term Change
October 3, 2008 Legal Alert: 9th Circuit Court of Appeals M&A Decision - Indemnification Periods Shorter than Applicable Statute of Limitations May be Subject to Attack
September 16, 2008 Legal Alert: SEC Approves Amendments Simplifying Disclosure Obligations for a Larger Number of Smaller Public Companies
January 16, 2008 Legal Alert: SEC Amends Rules 144 and 145 to Provide Increased Liquidity to Restricted Securityholders
January 14, 2008 Legal Alert: SEC Affirms Interpretation of Shareholder Proposals Rule Relating to the Election of Directors
January 2, 2008 Events Sutherland Tax Series I: Mergers and Acquisitions
November 30, 2011 2010 BDC Roundtable
September 13-14, 2010 |