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Mergers & Acquisitions 2015: Trends and Developments

 
Author(s): Richard A. Goldberg
Practice Area: Corporate & Securities
Published: Jan 2015
PLI Item #: 58567
CHB Spine #: B2145

Richard A. Goldberg has a broad practice that includes transactional work and the representation of public and private companies.  He advises on a broad range of mergers and acquisitions and corporate finance matters. Mr. Goldberg has counseled issuers, private equity firms and investment banks on domestic and international mergers and acquisitions. His transaction experience includes tender offers, proxy contests,  joint ventures, exchange offers, going private transactions, spin-offs, and acquisitions and restructuring transactions involving troubled companies,  inside and outside of bankruptcy. Mr. Goldberg also has deep experience representing issuers in high yield financings and equity financings. His extensive industry experience includes healthcare, life sciences, technology, structured finance, gaming, real estate and apparel.

Mr. Goldberg is widely published and frequently lectures on topics involving mergers and acquisitions and federal securities laws. He serves as the chair of the Practising Law Institute's program on mergers and acquisitions.

Significant Representations

Representative m&a transactions that Mr. Goldberg has handled include:

  • Representation of Dava Pharmaceuticals in its $600 million sale to Endo Pharmaceuticals.
  • Representation of Mesa Group Holdings Gnbh in its sale to affiliates of Permira.
  • Representation of Tufco Technologies, Inc. (NASDAq: TFCO) in its sale to affiliates of Griffon.
  • Representation of Inhibitex, Inc. (NASDAQ: INHX) in its $2.5 billion sale to Bristol-Myers Squibb.
  • Representation of Bluefly, Inc. (NASDAQ: BLFY) in its sale to affiliates of Clearlake Capital.
  • Representation of The Lightstone Group and Arbor Realty Trust in their $8 billion acquisition of Extended Stay Hotels from The Blackstone Group.
  • Representation of a group of bondholders in the $600 million acquisition of Greektown Casino in a chapter 11 proceeding.
  • Representation of Steel Partners in the $300 million recapitalization of indebtedness of its portfolio company, WHX Corporation (NASDAQ: WXCO).
  • Representation of Goody’s Family Clothing (NASDAQ:GDYS) in its $300 million sale to Prentice Capital and GMM Capital Management.
  • Representation of Cantor Fitzgerald and eSpeed, Inc (NASDAQ: ESPD) in connection with their formation of a joint venture with Williams Energy, Coral Energy, Dominion Energy, Axia Energy, TXU Energy and Dynegy.
  • Representation of Angelo Gordon and Eureka Capital in their acquisition of National Home Health Care (NASDAQ: NHHC).
  • Representation of the principal shareholder in connection with the $500 million sale of ILC Industries, a leading defense industry manufacturer, to Behrman Capital.
  • Representation of shareholder group in recapitalization and emergence from bankruptcy of Hawaiian Airlines (NASDAQ: HA).
  • Representative corporate finance transactions that Mr. Goldberg has handled include:
  • Representation of Monster Worldwide (NYSE:MWW) in the 144A offering of $143.5 million in convertible senior notes.
  • Representation of Griffon Corporation (NYSE: GFF) in the 144A offering of $600 million in senior notes.
  • Representation of Portfolio Recovery Associates (NASDAQ: PRAA) in the 144A offering of $287.5 million in convertible notes.
  • Representation of Griffon Corporation (NYSE: GFF) in the 144A offering of $550 million in senior notes.
  • Representation of Greektown Superholdings in the $385 million 144A offering of senior secured notes.
  • Representation of Griffon Corporation (NYSE: GFF) in the 144A offering of $100 million in convertible notes.
  • Representation of Bluefly, Inc. (NASDAQ: BFLY) in a series of convertible note and equity financings by Soros Private Equity Partners, Rho Ventures, Maverick Capital and Prentice Capital.

Education
Queens College, The City University of New York, B.A., 1974
Vermont Law School, J.D., 1978, Cum laude, editor of the Vermont Law Review, member of the National Moot Court Team

Bar Admissions/Qualifications
New York

Speaking Engagements

  • Mergers and Acquisitions 2014: Trends and Developments — Practising Law Institute, New York, NY (January 16, 2014)
  • Mergers and Acquisitions 2013: Trends and Developments — Practising Law Institute, New York, NY (January 17, 2013)
  • Mergers & Acquisitions 2012: Trends and Developments — Practising Law Institute, New York, NY (January 5, 2012)
  • Mergers & Acquisitions 2011: Trends and Developments — Practising Law Institute, New York, NY (January 10, 2011)
  • Mergers & Acquisitions 2010: Trends and Developments — Practising Law Institute, New York, NY (January 11, 2010)
  • Developments Affecting M&A Deal Structure — Presented to the New York Chapter of the Association of Corporate Counsel, New York, NY (March 22, 2006)
  • Distressed M&A and Restructuring — Practicing Law Institute, New York, NY (November 6, 2003)

Publications

  • SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2) Disqualify “Bad Actors” from Using Rule 506 to Offer Securities — DechertOnPoint (July 26, 2013)
  • Negotiating the Purchase Agreement— Practicing Law Institute (2014)
  • A Guide to Mergers & Acquisitions — Practicing Law Institute (2008)
  • Distressed M&A and Restructuring-Bankruptcy Vs. Out of Court Restructuring; Case Studies; The Zone of Insolvency — Practicing Law Institute (November 2003)