John M. Coogan

John M. Coogan

John M. ("Jay") Coogan, Jr. practices in the area of corporate law with a broad spectrum of interests. Mr. Coogan counsels publicly held and private companies and investment firms in mergers and acquisitions, securities offerings, venture capital financings and the establishment of startup enterprises and emerging businesses.

Mr. Coogan is a 1985 magna cum laude graduate of Tulane University School of Law, where he was awarded the Dean's Medal and elected to the Order of the Coif, and a graduate of Vanderbilt University.

Areas Of Practice

· Mergers and Acquisitions

· Health Law

· Corporate and Securities

Representative Matters

· Major U.S. Retailer - Served as corporate and securities counsel and as counsel to compensation committee. Managed $1.1B acquisition of 142-store chain, and ran $1.8B financing comprising $1B revolving credit facility, $510MM senior note offering and $260MM mortgage loan facility. Generally, lead corporate and securities partner focusing on 33 Act work, 34 Act reports, Sarbanes-Oxley, etc.

· Cornerstone Bank - Served as outside general counsel and board counsel to publicly-traded NJ state chartered bank.

· Jefferson Health System - Represented JHS in establishment of relationship with United HealthCare in establishing new JHS-affiliated PPO.

· Regional medical billing company - Represented medical billing company in first of planned scaling acquisitions.

2004

· Jefferson Health System - Managed the acquisition by Methodist Hospital (part of JHS) of the acute care operations of St. Agnes Hospital.

· Philadelphia Brokerage Corporation - Represented boutique investment bank in 144A sale of preferred stock by Quadramed Corporation.

· Represented national real estate investor in corporate side of $100 million real estate investment/refinance of existing warehouse properties.

· New Courtland Elder Services - Represented New Courtland in the acquisition of Kearsley Continuing Care Center.

· Allied Security, Inc. - Represented security company in acquisition of SSI, Inc. Represented NYSE-listed company in corporate compliance matters resulting from amended Sentencing Guidelines.

2003

· Major U.S. retailer - Managed the acquisition of 79-store chain by client that roughly doubled in size in contested M&A deal, prevailing over a management-backed LBO bidder.

· Philadelphia Brokerage Corporation/VendingData Corporation - Represented Philadelphia Brokerage Corporation in its role as placement agent for $27,500,000 public common stock offering by VendingData Corporation, a gaming equipment manufacturer and distributor. Ran transaction and supervised all drafting and due diligence efforts in matter.

· Philadelphia Brokerage Corporation/Quadramed Corporation - Represented Philadelphia Brokerage Corporation as advisor to Quadramed in refinancing outstanding convertible debt.

· Proformance Senior Living Management - Represented assisted living facility manager client in its initial acquisition of four ALFs from Genesis Health Ventures.

· Philadelphia Chewing Gum Corporation - Represented PCGC in sale of family business to Toronto-based Concord Confections.

Professional Activities

· Active in Early Stage East and Greater Philadelphia Venture Group organizations

Experience

· Wolf, Block, Schorr and Solis-Cohen LLP
- Vice Chair of Corporate Department, 2000-2005
- Partner, 1998-2005
- Associate, 1996-1998

· NovaCare, Inc.
- Assistant General Counsel, 1992-1996

· Haythe & Curley
- Associate, 1989-1992

· Cravath, Swaine & Moore
- Associate, 1986-1989

· Supreme Court of Delaware
- Judicial Clerk to Justice Andrew G.T. Moore, II, 1985-1986

Board Memberships

· National Foundation for Celiac Awareness

· Philadelphia Art Alliance