David E. Wells
Partner
David advises public and private companies on mergers and acquisitions and corporate finance transactions in a variety of industries. “David is very commercial and has always represented his clients strongly.” —Chambers USA
Key Matters
Some of the experience represented below may have been handled at a previous firm.
Representative M&A and Securities Engagements
- Representation of Pediatrica Health Networks, LLC in connection with the acquisition of pediatric practices in Florida and Texas
- Representation of Metropolitan Health Networks, Inc. (NYSE) in its $850M sale to Humana, Inc. (NYSE)
- Representation of HemaCare (OTC), a human derived cellular products provider, in connection with its $380M sale to Charles River
- Representation of primary care network in establishment of joint venture to acquire primary care networks in various regions of the United States
- Represented Collier Enterprise, a real estate management and investment company, in its complex reorganization and sale to the Tarpon Blue Companies
- Representation of Metropolitan Health Networks, Inc. (NYSE) in its $417M leveraged acquisition of Continucare Corporation (NYSE) for cash and stock
- Representation of regulated financial institution in connection with sale of $1B of equity subscriptions to fund strategic acquisitions°
- Representation of acquirer in stock and asset purchase of multi-billion-dollar technology service provider (NYSE)
- $2B 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 PetSupermarket, Inc. in sale to Roark Capital
- Representation of Angel’s Share Brands, LLC, the owner of the Angel’s Envy Bourbon, in acquisition by Bacardi Limited
- Representation of founder of Invicti Security, which provides enterprise-wide application security testing, in connection with $625M growth investment by Summit Partners
- Representation of Transplant Connect, Inc, which provides software that supports the donation, transplant and research of human biologics, in connection with a sale to Invita Healthcare
- Representation of Shiver Entertainment, an electronic game development studio, in connection with its sale to Saber Interactive
- Represented 50% owner of real estate management and investment company explore complex reorganization and sale of hundreds of subsidiaries
- Representation of Heaven’s Door whiskey in connection with its organization, negotiation of various IP licenses and multiple equity and debt financings
- Representation of Internet-based retailer in restructuring and $150M+, 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 $130M
- Representation of food production company in $100M+ 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 US$35M 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
Representative Capital Markets Engagements
- Assisted in structuring of $600M Reg. D/ Reg. S preferred stock offering - Financial Institution
- Private offering of $400M of units - Investment Funds
- Private offering of $150M of subordinated debt securities - Investment Fund
- Public offering of $106M of common stock - Real Estate Investment Fund
- Public offering of $80M of preferred stock - REIT
- $60M sale and exchange of preferred stock - Technology Company
- PIPE offering of $30M of Series A Preferred Stock - Wireless Technology Company
- PIPE offering of $30M of Series B Preferred Stock - Wireless Technology Company
- $6M IPO of common stock - Biotech Company
- Private offering of $7M of Series Seed Preferred Stock – Gift of Life Biologics, Inc.
- Development of Accelerated Stock Repurchase Program for Investment Bank
Representative 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)
Representative Internal Investigations and Special Committee Projects
- Review of Fortune 500 Company's supply system for control weakness
- Investigation of $75M transaction by NYSE listed company
- Investigation of $35M of transactions by AMEX listed company
- Risk assessment for $600M investment in private investment fund
- Investigation of $140M of transactions by bank
- Investigation of private placements by bank
Representative Securities Commission Inquiries and 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)