MERGERS & ACQUISITIONS

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    • Represented Algor Inc., a developer of simulation and analysis software for engineers, architects and others, in its $35 million acquisition by Autodesk (NASDAQ: ADSK).
    • Represented Anthrogenesis Corporation in its $60 million sale to Celgene (NASDAQ: CELG).
    • Represented Applied Perception, which designed and manufactured software and development tools for sophisticated robotics for primarily military applications, it is acquisition by Foster Miller.
    • Represented Black Box Corporation (NASDAQ: BBOX) in more than 130 transactions since 1998, including its most recent acquisitions of PS Technologies, LLC; CBS Technologies Corp.; Quanta Systems, LLC; and Scottel Voice & Data, Inc., as well as its reverse triangular merger with InnerWireless Inc.
    • Represented BPL Global, Ltd., a leading provider of utility smart grid solutions for advanced distribution automation, in its acquisitions of Serveron (transformer monitor provider); Connected Energy (demand management provider) and Plan B Solutions (substation automation); and in its acquisition by Qualitrol LLC, a Danaher subsidiary.
    • Represented Burt Hill Inc., in its acquisition by Stantec Inc., a publicly traded, Canada-based engineering and design consulting firm.
    • Represented Cassidy Turley, a national commercial real estate services company in five acquisitions over a 12 month period, including acquisitions in Northern California, Southern California, Tampa, Denver and Phoenix; and in its sale to a consortium of private equity firms led by TPG Capital which created a global top-three commercial real estate services company that now operates under the DTZ brand.
    • Represented CNX Gas Corporation, a newly formed company comprising substantially all of the gas business of CONSOL Energy, in an agented private placement of CNX Gas common stock valued at nearly $420 million and CNX Gas' related initial public registration.
    • Represented CONSOL Energy Inc. (NYSE: CNX) in its capital raising of over $4.6 billion. Served as securities counsel for CONSOL's simultaneous underwritten common stock public offering of approximately $1.8 billion and underwritten private offering of $2.75 billion of senior notes.
    • Represented Dick's Sporting Goods (NYSE: DKS)in its securities-related transactions and acquisitions, including its $225 million acquisition of Golf Galaxy (Nasdaq: GGXY) and its $40 million acquisition of Chick's Sporting Goods; its $370 million tender offer acquisition of Galyan's Trading Company (Nasdaq: GLYN); its $172.5 million issue price 144A Senior Convertible Notes Offering; and its $100 million IPO of its common stock.
    • Represented Educational Computer Systems Inc., a leading provider of customized payments processing solutions for the higher education industry, in its acquisition by Heartland Payment Systems (NYSE: HPY).
    • Represented Essential Public Media LLC, a wholly owned subsidiary of independent public radio station WYEP-FM / Pittsburgh Community Broadcasting Corporation, in its acquisition of radio station 90.5FM, WDUQ-FM, from Duquesne University.
    • Represented The ExOne Company (NASDAQ: XONE), a global provider of three-dimensional (3D) printing machines and printed products to industrial customers, in its acquisition of the assets of Machin-A-Mation, a specialty precision machining operation, and Follow-on Offering of 2,656,000 shares of ExOne Common Stock.
    • Represented EQT (NYSE: EQT) in its $300 million private placement of stock,its $500 million debt shelf takedown andits $750 million debt shelf takedown and acted as Pennsylvania counsel on its spin-out of partnership interests in its midstream business.
    • Represented Frontline Pharmaceuticals in a $65 million private placement by Pernix Therapeutics.
    • Represented Front Street Marketing, Inc. in its $45 million stock acquisition of Web Marketing Holdings, Inc. from ValueClick, Inc.
    • Represented Horsehead Holding Corp. (NASDAQ: ZINC) in is acquisition INMETCO, a leading recycler of metals-bearing wastes in North America.
    • Represented HVHC Inc. in its acquisition of VisionWorks (formerly Eye Care Centers of America, Inc.) and in its sale of Viva International to Marcolin SpA.
    • Represented IDEAL Technology Corporation, a leading creator of intelligent data exploitation and analysis products for the defense and intelligence communities, in its stock acquisition by KEYW Corporation (NASDAQ: KEYW).
    • Represented Indicus Services Ltd. and its affiliate Vector Consulting SARL in a $35 million stock sale and services transaction with ModernAd Media, Inc.
    • Represented Inspired Technologies Inc. in its acquisition by evo Medical Solutions.
    • Represented Kennametal Inc. (NYSE: KMT) in its $400 + million acquisition of Deloro Stellite Group from Duke Street Capital, a U.K.-based private equity firm.
    • Represented L.B. Foster Company (NASDAQ: FSTR) in the tender offer acquisition of Portec Rail Products, Inc. and related disposition of a competing business.
    • Represented Libertas Copper in its acquisition of Hussey Copper.
    • Represented Mon Valley Petroleum in its $8 million sale to American Natural Resources.
    • Represented PDC Energy's Special Committee of the Board of Directors (NASDAQ: PDCE) in a series of 13E transactions.
    • Represented Pitt-Des Moines, Inc.in several transactions resulting in a $260 million tender offer for its common stock.
    • Represented private equity firm Pivot Acquisition Corp. in its acquisitions of Applied Computer Solutions, ProSys and Austin Ribbon & Computer.
    • Represented The PNC Financial Services Group, Inc. (NYSE: PNC) in its $20 billion private bank note program and its $450 billion preferred stock offering.
    • Represented the shareholders of the Primanti Brothers restaurant system in a transaction involving more than 20 companies in both Pennsylvania and Florida, which resulted in an investment partnership with private equity firm, Catterton Brothers.
    • Represented marketing agencyRipple Effects Interactiveto Barkley Evergreen & Partners, Inc. (Barkley REI), one of the largest independent agencies in the U.S.
    • Represented RTI International Metals, Inc. (NYSE: RTI) in its securities related transactions and acquisitions, including its acquisitions of Dynamet Technology, Inc., Directed Manufacturing, Inc., Remmele Engineering, Inc. and REI Medical Inc, Inc.; its $127 million equity shelf takedown; its $230 million convertible note offering; its acquisition of Claro Precision, Inc., a Quebec-based manufacturer; and in its divestiture of non-core operations.
    • Represented Sweden-based aluminum extrusion client Sapa Group in its acquisition of US based Indalex, which included 11 plants, six in the U.S. and five in Canada.
    • Represented Senior Operations plc in five acquisitions aerospace parts manufacturers over the past few years, including its acquisition of Whalco Metroflex, Inc.; its acquisition of Capo Industries, Inc.; its acquisition of Absolute Manufacturing, Inc.; its stock purchase of Aerospace Manufacturing Technologies, Inc.; and its acquisition of Sterling Machine.
    • Represented a dermatology specialty company in the sale of a novel orphan drug candidate to Soligenix, Inc., a late stage biopharmaceutical company that develops products to address medical needs such as inflammation, oncology and biodefense.
    • Represented a leading U.S. manufacturer and distributor of commercial doors, locks and hardware in its acquisition by Spectrum Brands Holdings, Inc. (NYSE: SPB) a diversified consumer products company.
    • Represented Stonepath Group, Inc. (NASDAQ: SGRZ) in the restructuring of $44 million of preferred stock; in its $50 million shelf registration; and its $100 million restructuring of preferred stock.
    • Represented Stratex Oil & Gas Holdings, Inc., a publicly traded independent energy company focused on the development of crude oil properties, in its acquisition of Richfield Oil & Gas Company, a public company prior to the acquisition.
    • Represented Swatchbox Technologies, Inc., in the sale of its business assets to Eco Color Company (a wholly-owned subsidiary of Benjamin Moore & Co.).
    • Representeda private equity fundin the acquisition of Utrecht Art Supplies by Blick Art Materials.
    • Represented Ultra L.L.C., which manufactures and markets home hardware products, in the sale of substantially all of its assets to Howard Berger Co., Inc.
    • Represented Vocollect, Inc. in its $190 million acquisition by Intermec (NYSE: IN).
    • Represented II-VI Incorporated (NASDAQ: IIVI) its reverse triangular merger of a private corporation with principal operations located in the Peoples Republic of China and its $45 million tender offer acquisition of Laser Power Corporation.
    • Represented the independent committee members of the Wheeling-Pittsburgh Steel Corporation (NASDAQ: WPSC) board of directors in closing its merger with Esmark Inc., an Illinois-based provider of steel services and products. The combined market cap of the transaction was excess of $1 billion.
    • Represented a global leader in the consumer products and small domestic equipment industry with respect to its acquisition of the majority interest in a small digital recipe content provider and social networking site.