John McCague's practice focuses on mergers and acquisitions, securities offerings, debt and equity financings, corporate governance and general corporate matters. He represents public and private companies in business transactions and financial and strategic investors in leveraged buy-outs, as well as management teams in management buy-outs. Such representation encompasses deal structure and strategy, transaction documentation, financing issues and the due diligence process. Representative Matters · Represented a NASDAQ-listed defense contractor in a $300 million merger of equals. Negotiated merger documents and counseled the company's Board of Directors on its fiduciary duties under Delaware law; · Represented a public company in $100 million sale of its wholly-owned subsidiary to a Wall Street venture fund; · Represented management in a $65 million management buy-out of the North American operations of a printing and publishing company from the publicly-owned European parent, including negotiation of management's "equity promote," the buyer's asset based credit facility, and the common and preferred stock investment by a financial investor; · Represented a publicly-owned NYSE-listed holding company of steel service centers in the sale of 12 non-core businesses to strategic investors in several 363 bankruptcy transactions, realizing sales proceeds of approximately $75 million, which enabled the company to emerge from bankruptcy (Pre-bankruptcy, served as "deal counsel" in the company's acquisition of ten steel service center companies through stock purchase, asset purchase and merger transactions); · Represented a Delaware printing and publishing holding company in the sale of its four operating subsidiaries, three through asset purchase transactions and the fourth through a stock sale, generating aggregate sale proceeds of approximately $60 million; · Represented "stalking horse" financial buyer in the $25 million purchase of a steel industry supplier in a Chapter 11 bankruptcy transaction, including negotiating the purchase agreement, term loan, working capital credit facility, and mezzanine loan (with warrants), assisting with various Pennsylvania state funding programs, conducting due diligence and meeting with the U.S. Department of Justice regarding antitrust issues; · Represented a private company in a $22 million strategic acquisition of an industry related private company; · Represents on a regular basis both accredited investors and qualified purchasers in hedge funds, and venture capital investments, including purchase and sale of investments and redemptions. Professional Affiliations Allegheny County, Pennsylvania and American Bar Associations TurnAround Management Association Association for Corporate Growth Pittsburgh Venture Capital Association Community Involvement American Cancer Society, Greater Pittsburgh Unit Board Member, Executive Committee, Secretary Ireland Institute of Pittsburgh, Advisory Committee Washington & Jefferson College, Alumnae Executive Council, Executive Committee President-Elect Special Recognition Selected for inclusion in Pennsylvania Super Lawyers Articles/Speeches/Presentations · "Mergers & Acquisitions," presentation at Carnegie Mellon University, Tepper School of Business, January 2009, January 2010, January 2011. · "Section 363 Transactions," presentation for Pittsburgh Chapter of TurnAround Management Association (TMA) - February 2008. |