Matt Guanci is a partner in the firm's Business Section, where he practices corporate and securities law in the firm's Hartford and Boston offices, with an emphasis on mergers and acquisitions, joint ventures, and venture capital and other financing and investment transactions. Mr. Guanci has extensive experience negotiating and structuring partnership and joint venture agreements. Representative transactions in which Mr. Guanci has served as counsel include the following: · A wide range of merger and acquisition transactions, including acquisitions and dispositions of public and private companies · US and international joint ventures · Venture capital financings of technology companies · Public offerings and private placements of equity and debt securities · Leveraged recapitalizations and buyouts, secured credit facilities, and subordinated debt transactions A significant portion of Mr. Guanci's practice involves general corporate work for ongoing clients, including startup and emerging growth companies, on formation issues, equity and compensation matters, technology licensing, SEC and other regulatory compliance, disclosure issues, and corporate governance. Prior to joining Robinson & Cole, Mr. Guanci worked for several years in the Corporate Department of Wilmer, Cutler, Pickering, Hale and Dorr LLP in Boston, where he advised public and private technology companies on mergers and acquisitions, securities matters, and venture capital transactions. Prior to law school, Mr. Guanci worked for several years at an investment management firm in Boston. Professional Associations - American, Massachusetts, and Connecticut Bar Associations Experience - Represented Tuition Management Systems in its acquisition by KeyBank. - Represented Valley National Gases (AMEX) in its leveraged acquisition by Caxton-Iseman Capital. - Represented Applied Food Biotechnology in its acquisition of the pet food palatant business of NutriScience Technologies. - Represented Applied Food Biotechnology in its international joint venture with Inghams Enterprises. - Represented Ensign-Bickford Industries in the combination of its commercial explosives business with Dyno Nobel and the subsequent sale of its interest in Dyno Nobel to a private equity firm. - Represented a leading financial technology software company in its Series B and senior secured debt financing transactions. - Represented The Spencer Turbine Company in its leveraged acquisition by Alliance Holdings. - Represented First City Bank (AMEX) in its acquisition by Webster Bank. - Represented Bancorp Connecticut (NASDAQ) in its acquisition by Banknorth. - Represented Trust Company of Connecticut in its acquisition by NewAlliance Bank. - Represented MagnaCare in its leveraged acquisition by an affiliate of Apax Partners and subsequent leveraged recapitalizations. - Represented lead party in the first regionalization effort in Connecticut to join communities in a water distribution infrastructure system to address potable water supply needs and infrastructure security requirements. The project includes the construction of approximately $12 million of new infrastructure to connect existing water supply systems in multiple municipal utilities. Our efforts included preparation of several agreements for construction, funding, rate-setting, and system operations requirements of the project. The project has been heralded by regulators as a model for future efforts to optimize efficient allocation of increasingly scarce water resources and to address water security objectives related to natural, accidental, or man-made water supply emergencies. - Representation of an aerospace and defense company concerning its acquisition of NEA Electronics, Inc., in a stock purchase transaction. NEA designs, develops, and manufactures highly reliable nonexplosive separation mechanisms, battery cell bypass switches, electrical interconnect devices, and nonpyrotechnic valves for critical space and defense applications. - Representation of an aerospace and defense company concerning acquisition of substantially all the assets of the defense and aerospace business of Special Devices Inc. Client provides diversified systems for missiles, space launch vehicles, the soldier, and ground vehicles. Client is prime contractor to U.S. and foreign military customers and subcontractor to many U.S. prime contractors. Special Devices' Defense & Aerospace Group provide many critical components complementary to client's core product lines. - Representation of a construction materials company concerning the sale of its asphalt paving and construction contracting business in Michigan and Indiana. - Represented Ensign-Bickford Industries, Inc., in its acquisition of DanChem Technologies, Inc., a custom manufacturer of fine and specialty chemical products. The seller, American Capital, Ltd., is a publicly traded private equity firm and global asset manager. Federal Tax Representation - Represented a large privately held electrical supply distribution business in its sale to a private equity-sponsored buyer. The representation involved resolution of complicated 280G considerations and "applicable high-yield debt obligation" concerns with respect to debt financing. News 7.16.10, In the News: Emerging Companies, Private Equity and Venture Capital |