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SECURITIES & SEC

When it comes to capital market transactions and SEC compliance, experience is everything. With a clear understanding of your goals and the law, we will work with you on the strategy and the process, down to the smallest detail.


    • Represented Black Box Corporation in more than 130 transactions since 1998, including its most recent acquisitions of PS Technologies, LLC; LOGOS Communications Systems, Inc.; CBS Technologies Corp.; Quanta Systems, LLC; Scottel Voice & Data, Inc.; and its reverse triangular merger with InnerWireless, Inc.
    • Represented CONSOL Energy Inc. 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 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 Dick's Sporting Goods in its securities-related transactions and acquisitions, including its acquisitions of Golf Galaxy (Nasdaq: GGXY) and Chick's Sporting Goods; its tender offer acquisition of Galyan's Trading Company (Nasdaq: GLYN); its issue price 144A Senior Convertible Notes Offering; and its $100 million IPO of its common stock.
    • Represented EQT in its $300 million private placement of stock, its $500 million debt shelf takedown and its $750 million debt shelf takedown; and acted as Pennsylvania counsel on its spin-out of partnership interests in its midstream business.
    • Represented Horsehead Holding Corp. in its acquisition INMETCO, a leading recycler of metals-bearing wastes in North America.
    • Represented JLK Direct Distribution, Inc. in its going-private transaction.
    • Represented L.B. Foster Company in the tender offer acquisition of Portec Rail Products, Inc. and related disposition of a competing business.
    • Represented PDC Energy's Special Committee of the Board of Directors in a series of 13E transactions.
    • Represented The PNC Financial Services Group, Inc. in its $20 billion private bank note program and its $450 billion preferred stock offering.
    • Represented Pitt-Des Moines, Inc. in several transactions resulting in a $260 million tender offer for its common stock.
    • Represented Pulse Electronics Corp. in a successful proxy contest by a competitor seeking to acquire it.
    • Represented RTI International Metals, Inc. 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; and its acquisition of Claro Precision, Inc., a Quebec-based manufacturer.
    • Represented Stonepath Group Inc. in the restructuring of $44 million of preferred stock; in its $50 million shelf registration; and its $100 million restructuring of preferred stock.
    • Represented II-VI Incorporated in its initial public offering; its common stock offering; 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 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 public company in its divestiture of five diverse businesses culminating in a $260 million tender offer for all of the stock of the company.