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October 17, 2011 -- AMETEK, Inc. acquired Reichert Technologies, a privately held
manufacturer of analytical instruments and diagnostic devices for the eye care market
headquartered in Depew, NY. The company was acquired for $150 million from Beecken
Petty O'Keefe & Company and has estimated annual sales of $55 million.
October 25, 2011-- AMETEK, Inc. acquired the parent company of EM Test
(Switzerland) GmbH, a privately held manufacturer of electronic test and measurement
equipment headquartered in Reinach, Switzerland for CHF 83 million ($93 million). EM
Test is a global leader in equipment used to perform electrical immunity and
electromagnetic compatibility testing. EM Test has expected annual sales of
approximately CHF 37 million ($41 million).
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Ballard Spahr represented a major regional lender in extending a term loan to the
borrowers to refinance a portion of the borrowers' outstanding bonds. The term loan is
issued under the borrowers' master trust indenture and is secured, pari passu with the
other obligations issued under the indenture, by the lien on gross receipts and mortgage
granted to the master trustee. The transaction was for $23.3 million and the deal closed on
October 3, 2011.
Ballard Spahr represented a national banking association in providing a term loan and
revolving credit facility to a manufacturing company in an aggregate amount of
approximately $14.5 million to finance the Borrower’s acquisition of another
manufacturing company. The facility was secured by a lien on substantially all of the
assets of the Borrower. There was also subordinated second lien debt of $8,000,000. The
deal closed on October 1, 2011.
Ballard Spahr represented a major regional lender in a $45 million refinancing of the
mortgage debt for an office/art gallery complex in lower Manhattan. The deal closed on
November 1, 2011.
Ballard Spahr represented Penn Millers Holding Corporation, a publicly traded company
in a merger with a subsidiary of ACE Limited, a Zurich-based insurance and reinsurance
organization, on November 30, 2011 with Penn Millers Holding Corporation surviving as
a wholly owned subsidiary of ACE Limited. The transaction was for approximately $104
million.
Ballard Spahr represented Evozym Biologics, Inc. in a Series A preferred stock financing
for a life sciences start-up company through Ballard's Emerging Growth Innovation
Network (BEGIN) program. The deal closed on November 30, 2011.
Ballard Spahr represented a major regional lender in the restructuring of senior debt and
junior notes to facilitate potential equity infusion and refinancing. The transaction was for
$55 million and the deal closed on December 15, 2011.
Ballard Spahr represented the agent bank in a $45 million syndicated asset-based
financing and of a publicly traded systems integrator. The deal closed on December 30,
2011.
Ballard Spahr represented Du Pont in its sale of the Du Pont Liquid Packaging Systems
business to The Sterling Group, a Houston based private equity investment firm. The
acquisition was financed with equity from Sterling Group Partners III, L.P. Senior debt
financing was provided by BNP Paribus and BMO, and mezzanine debt was provided by
Oaktree Capital Management. The transaction closed on December 30, 2011. The terms
of the transaction were not disclosed.
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Blank Rome
A.C. Moore Arts & Crafts, Inc., a specialty retailer of arts, crafts and floral merchandise,
in connection with its acquisition by an affiliate of Sbar’s, Inc., one of the largest arts and
crafts distributors in the United States, for approximately $40.4 million. The transaction
closed on November 18, 2011 upon the successful completion of the tender offer by an
affiliate of Sbar’s, Inc. for all of the outstanding shares of common stock of A.C. Moore,
in which holders of A.C. Moore’s stock tendered approximately 84.5% of the outstanding
shares, followed by a “short-form” merger under applicable Pennsylvania law. As a result
of the merger, A.C. Moore became a wholly-owned subsidiary of an entity affiliated with
Sbar’s, Inc.
Chart Venture Partners in connection with its series B growth financing investment in
CoolIT Systems. iNovia Capital, an existing investor, also participated in the $6.2 million
financing. The transaction closed in October 2011.
Penn Detroit Diesel Allison, LLC, PDDA Holdings, LLC and Management in the
acquisition by NGP Energy Technology Partners L.P., an existing minority equity holder
of PDDA Holdings, LLC, of the remaining outstanding equity interests of PDDA
Holdings, LLC. The transaction closed on December 21, 2011 and the terms were
undisclosed.
Jun Group, a social video platform, in connection with a $2.5 million financing from
Western Technology Investment. The transaction closed in December 2011.
Pharmachine, Inc. in connection with a $500,000 angel investment. The transaction
closed in November 2011.
Served as local US counsel in connection with the sale of Biohit Oy’s US-based liquid
handling business to Sartorious Lab Holding GmbH. The transaction closed in December
2011.
LeukoDx, Inc., a medical device company, in connection with its Series A financing in
which the investors have committed to invest up to $5 million. The transaction closed in
November 2011.
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Transactions:
November 2011 - May 2010 - Boenning & Scattergood served as the exclusive Financial
Advisor to Pennsylvania School Boards Association Insurance Trust in a $12,000,000
private placement of debt with Lancaster Pennsylvania based Fulton Bank, N.A.
Pennsylvania School Boards Association Insurance Trust is the holding company for
School Boards Insurance Company of PA, Inc. and School Claims Services, LLC, all of
which are headquartered in Mechanicsburg, PA. Founded in 1971, the Trust has
relationships with approximately 600 Pennsylvania school districts, community colleges,
intermediate units and vocational schools.
New Hires:
Anthony “Tony” A. Latini, Jr., CFA has joined Boenning & Scattergood’s investment
banking team as a Managing Director. Mr. Latini will focus on initiating and executing
investment banking transactions as well as expanding and strengthening relationships
within the financial services sector. Mr. Latini brings to Boenning & Scattergood more
than 20 years of experience and expertise serving in corporate finance advisory and
investment banking roles to insurance companies, banks and middle market companies.
Prior to joining Boenning & Scattergood, he spent 10 successful years as managing
director in Philadelphia-based Curtis Financial Group LLC.
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In this role, Stagliano will continue to lead the firm’s Investment Capital Practice and
play a key role in success and growth of the firm’s Transaction Advisory Services and
Accounting & Auditing practice in the Mid Atlantic Region and the immediate
Philadelphia area.
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CMS Mezzanine Fund
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Transactions:
Curtis Financial Group served as exclusive financial advisor to Powers Stone, Inc. in
connection with the sale of Powers Stone, Inc.’s Materials Division to Oldcastle
Materials, Inc., a division of CRH plc. Powers Stone, Inc. is a leading producer of
crushed stone aggregate material to oil and gas production and infrastructure companies
in the Marcellus Shale region of northeastern Pennsylvania.
Promotions:
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Transactions:
Drinker Biddle represented Enstar Group Limited (Enstar) in a PIPE transaction with
certain private equity funds managed by Goldman Sachs & Co., whereby Enstar issued
voting and non-voting ordinary shares for a total purchase price of approximately $181.5
million.
Drinker Biddle represented Merck Global Health Innovation Fund, in an agreement with
Physicians Interactive Holdings, Inc. the leading provider of mobile and web-based
clinical resources and solutions for health care professionals, to invest up to $17 million
in the Company.
Drinker Biddle represented a small, privately-held roofing supply company in its sale to a
to large public construction conglomerate.
New Hires:
Drinker Biddle & Reath LLP is adding three partners to its highly regarded insurance
practice. Thomas M. Dawson, John P. Mulhern and H. Michael Byrne join the firm’s
Corporate & Securities Practice Group and are widely recognized as leaders in the
insurance regulatory and transactional arenas, advising insurers, reinsurers and others in
the marketplace on a wide range of regulatory, licensing and corporate matters, both in
the United States and abroad. Previously with Dewey & LeBoeuf, Dawson, Mulhern and
Byrne are based in Drinker Biddle’s New York office.
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Fairmount Partners LP
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Griffin served as investment banker to NBT Bancorp (NASDAQ: NBTB), a $5.4 billion
bank headquartered in Norwich, New York, in its October, 2011 acquisition of 4 branches
from Berkshire Hills Bancorp (NASDAQ: BHLB) for an undisclosed amount. The four
branches totaled $158 million in deposits. The branches were being sold by Berkshire
Hills Bancorp in connection with its acquisition of Pittsfield, MA-based Legacy
Bancorp. The branches are based in Berkshire County, MA, and represent NBT
Bancorp’s first locations in the MA.
Griffin Financial served as investment banker to Clean Earth, Inc. in its acquisition of
Kleen Soil, located in Moore Haven, FL. The acquisition, which closed in November,
2011, will provide Clean Earth the opportunity to geographically expand its soil recycling
services and will be the most southern Clean Earth facility. Clean Earth, a portfolio
company of the private equity group Littlejohn & Co., is one of the nation’s largest
processors of contaminated soil, dredge sediments and other non-hazardous materials.
Headquartered in Hatboro, Pa., it operates a network of full-service facilities in the
eastern United States that handles more than three million tons of soil annually.
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On October 12, 2011, Ashford Hospitality Trust, Inc. (NYSE: AHT) announced that it
priced an underwritten public offering of 1,280,000 shares of its existing 9.00% Series E
Cumulative Preferred Stock. The shares were priced at $23.47 per share including
accrued dividends equating to a yield of 9.59%. Ashford intends to use the net proceeds
from this offering for general corporate purposes, including, without limitation,
repayment of debt or other maturing obligations, financing future hotel-related
investments, capital expenditures and working capital. Net proceeds may also be used for
repurchasing shares of common stock under Ashford's repurchase program. Janney
Montgomery Scott acted as a co-manager on this transaction.
On October 12, 2011, Senior Housing Properties Trust (NYSE: SNH) announced that it
priced a public offering of 9,200,000 common shares at a price to the public of $21.00 per
share. SNH expects to use the proceeds of this offering to repay amounts outstanding
under its revolving credit facility and for general business purposes, including funding
acquisitions. Janney Montgomery Scott acted as a co-manager on this transaction.
On October 19, 2011, Main Street Capital Corporation (NYSE: MAIN) announced that it
priced a public offering of 3,450,000 shares of its common stock in an underwritten
public offering at $17.50 per share, including 450,000 shares sold to the underwriters
pursuant to the full exercise of the underwriters' overallotment option. Main Street
intends to use the net proceeds from this offering to make portfolio investments in
accordance with its investment objective and strategies, to make investments in
marketable securities and idle funds investments, which may include investments in
secured intermediate term bank debt, rated debt securities and other income producing
investments, to repay outstanding debt borrowed under its $155 million credit facility, to
pay operating expenses and other cash obligations, and for general corporate purposes.
Janney Montgomery Scott acted as a co-manager on this transaction.
On October 28, 2011, Gladstone Capital Corporation (Nasdaq: GLAD) announced that it
has entered into an agreement to sell 1,400,000 shares of its newly designated 7.125%
Series 2016 Term Preferred Stock (the "Preferred Stock") at a public offering price of
$25.00 per share. The underwriters of the offering partially exercised and closed on their
over-allotment option to purchase an additional 139,882 shares. The Company received a
total of approximately $36.5 million in net proceeds after payment of underwriting
discounts and expenses. The Company intends to use the net proceeds from this offering
to repay its existing indebtedness, including a portion of the outstanding balance of its
line of credit. Janney Montgomery Scott served as the sole bookrunner and lead manager
for the offering.
On November 14, 2011, City Holding Company (NASDAQ: CHCO) and Virginia
Savings Bancorp, Inc. announced the execution of a definitive merger agreement for City
to acquire VSB and its wholly owned subsidiary, Virginia Savings Bank. Virginia
Savings Bank operates five branches in the northwest portion of Virginia. The acquisition
will expand City's branch network from the Eastern Panhandle of West Virginia into
northwestern Virginia. City and VSB anticipate that the transaction will be completed in
the first quarter of 2012, pending regulatory approvals, the approval of VSB shareholders,
and completion of other customary closing conditions. The directors of VSB have agreed
to vote their shares in favor of the merger. Janney Montgomery Scott acted as exclusive
financial advisor to City Holding Company.
On November 15, 2011, Plains All American Pipeline, L.P. (NYSE:PAA) announced that
it has completed its previously announced underwritten public offering of common units
representing limited partner interests. The Partnership sold a total of 6,000,000 common
units at a price to the public of $65.03 per common unit. Total net proceeds from the
offering, including the general partner's proportionate capital contribution and after
deducting underwriting discounts and commissions and estimated offering expenses,
were approximately $386 million. The Partnership intends to use the net proceeds from
the offering for general partnership purposes, including pending or future acquisitions,
capital program expenditures, repayment of future outstanding borrowings under our
credit facilities, if any, or other general partnership purposes. Janney Montgomery Scott
served as co-manager in this transaction.
On November 16, 2011, Angie's List, Inc. (NasdaqGM: ANGI) announced the pricing of
its initial public offering of 8,793,408 shares of its common stock at a price to the public
of $13.00 per share. Angie's List is offering 6,250,000 shares of common stock and
certain selling stockholders are offering an aggregate of 2,543,408 shares of common
stock. Angie's List will not receive any proceeds from shares of common stock to be sold
by the selling stockholders. Janney Montgomery Scott acted as a co-manager on this
transaction.
On November 17, 2011, A.C. Moore Arts & Crafts, Inc. (“A.C. Moore”) and Sbar's Inc.,
one of the largest distributors of arts and crafts merchandise in the United States,
announced the successful completion of the tender offer for all of the outstanding shares
of common stock of A.C. Moore. The transaction value was approximately $58.2
million. Janney Montgomery Scott acted as exclusive financial advisor to A.C. Moore
Arts & Crafts in this transaction.
On December 5, 2011, National Retail Properties, Inc. (NYSE: NNN) announced that it
has closed an underwritten public offering of 8,050,000 shares of common stock at a
price of $25.75 per share, which includes 1,050,000 shares sold to the underwriters
pursuant to the full exercise of their option to purchase additional shares. The Company
estimates that the net proceeds from the offering will be approximately $198.3 million,
after deducting the underwriting discount and estimated offering expenses. The Company
intends to use the net proceeds from the offering to repay borrowings under its credit
facility, for general corporate purposes and to fund future property acquisitions. Janney
Montgomery Scott acted as a co-manager on this transaction.
On December 8, 2011, Enterprise Products Partners L.P. (NYSE: EPD) announced that it
completed a public offering of 10,350,000 units at a price of $44.68 per unit or gross
proceeds totaling approximately $462.4 million. The units sold included the exercise of
1,350,000 units of the underwriters' over-allotment option. The Partnership intends to use
the net proceeds from the offering to temporarily reduce borrowings under its multi-year
revolving credit facility. Janney Montgomery Scott served as a co-manager on this
transaction.
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Kaulkin Ginsberg
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Morgan Lewis represented science and technology investor Safeguard Scientifics in its
recent Series A preferred stock investment in Medivo, Inc., a New York–based healthcare
IT company that provides data analytics and lab testing services that empower and enable
patients and physicians to improve health. Safeguard Scientifics was the lead investor in
the $7 million Series A round.
Morgan Lewis represented Comcast Ventures, the venture capital affiliate of Comcast
Corporation, in its Series A preferred stock investment in Padopolis, Inc., an independent
developer of electronic catalog applications.
Morgan Lewis represented Comcast Ventures in its Series E Preferred Stock investment
in Compass Electro-Optical Systems Ltd., a routing platform for optical networks based
in Israel.
Morgan Lewis represented Comcast Venture in its Series E preferred stock investment in
UberMedia, Inc., an independent developer of feature-rich social media products.
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Transactions:
Phoenix Capital Resources acted as the exclusive financial advisor to American Casein
Company and American Custom Drying Company (collectively, “AMCO” or the
“Companies”) in conjunction with securing, structuring and negotiating a recapitalization
underwritten by M&T Bank. Proceeds from the transaction were utilized to repay
existing indebtedness and to provide working capital in support of the Companies’
growth strategy.
Phoenix Capital Resources acted as the exclusive financial advisor to Ennstone, Inc. in
conjunction with its acquisition by Bardon, Inc., d/b/a Aggregate Industries Management,
Inc., a subsidiary of publicly-traded Holcim Ltd (SWX:HOLN). The specific terms of
the transaction are undisclosed.
Phoenix acted as financial advisor to Reitnouer, Inc. in conjunction with the structuring
and negotiation of a $7.5 million revolving credit facility agented by NorthMill Capital,
LLC. Proceeds from the transaction were utilized to repay existing indebtedness and to
provide working capital in support of Reitnouer’s continued growth.
Promotions:
Michael J. McCauley has been promoted to Senior Managing Director and Shareholder
of Phoenix. Mr. McCauley is a proven leader with 20 years of successful
accomplishments in a broad array of complex transactions and challenging workout and
interim management situations.
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Transactions:
Pine Hill Group provided financial due diligence services to Safemark Systems Inc. (a
Milestone Partners portfolio company and provider of in-room safes to the hospitality
market) in support of its buyout of Best Lockers, LLC, the concession and amusement
park industry’s preferred personal locker and electronic storage solution provider.
Pine Hill Group provided financial due diligence services to GMH Ventures' in support of
its buyout of Dynamic Healthcare Services, a regional supplier of home medical
equipment and respiratory therapy products and service.
Pine Hill Group provided financial due diligence services to Ziff Davis, Inc., a leading
digital media company specializing in the technology market, in support of its acquisition
of Toolbox.com, the #1 professional networking site for IT professionals, from the
Corporate Executive Board (NYSE: EXBD).
New Hires:
Pine Hill Group announced the addition of Matt Estadt, who joins the firm as a Director
within the firm’s PE Services practice. Matt was formerly a Director in PwC's
Transaction Advisory Services practice and will be primarily responsible for sourcing and
executing accounting and financial due diligence engagements on behalf of the firm’s PE
and Corporate client base.
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Porto Leone Consulting LLC
We continue to see an uptick in activity which enables PLC to provide valuation, tax and
financial advisory services to an increasing number of new and existing clients. We have
hired three new analysts in the past 6 months.
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Private Capital Research LLC client GMH Ventures acquired a controlling interest in
Dynamic Healthcare Services, Inc., along with management and Lakewood Capital. PCR
principals invested in DHS along with GMH, management and Lakewood. Dynamic
Healthcare Services, Inc., is a Pennsylvania-based regional provider of home medical
equipment.
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Transactions:
SSG Capital Advisors, LLC acted as the investment banker to Nancy Sales Company,
Inc. in the placement of its new revolving credit facility. Founded in 1937 and
headquartered outside of Boston, MA, Nancy Sales Company is one of the largest
providers of stuffed animals and other products to the amusement and tourist/resort
industries. The transaction closed in October 2011.
SSG Capital Advisors, LLC acted as the exclusive investment banker to O.K. Industries,
Inc. in the sale of all of its outstanding stock to Industrias Bachoco S.A.B. de C.V.
(Bachoco). Founded in 1933 and headquartered in Fort Smith, AR, O.K. Industries is one
of the largest vertically integrated poultry companies in the world. Bachoco is the leader
in the Mexican poultry industry and is an important player in Mexico's food industry with
annual net sales of over US$2 billion. The transaction closed in November 2011.
SSG Capital Advisors, LLC acted as the investment banker to Hussey Copper Ltd. in the
sale of substantially all of its assets to an affiliate of Patriarch Partners, LLC. Founded in
1848 and headquartered in Leetsdale, PA, Hussey is one of the leading manufacturers of
copper products in the United States. With a fully integrated mill, the Company provides
a wide range of flat rolled copper products for the electrical distribution, industrial and
residential construction markets. Patriarch Partners, LLC, is a private equity firm and
holding company managing 76 companies with annual revenues of more than $8 billion.
The transaction was effectuated through a Chapter 11 Section 363 Sale and closed in
December 2011.
SSG Capital Advisors, LLC acted as the investment banker to Polymer Technology
Systems, Inc. in the placement of its new senior secured credit facility. Headquartered in
Indianapolis, IN, PTS produces point-of-care diagnostic tools for the global healthcare
market. PTS develops, licenses and sells diagnostic testing equipment for chronic
diseases such as heart disease, diabetes and other related medical conditions. The
transaction closed in December 2011.
SSG Capital Advisors, LLC acted as the investment banker to Weaber, Inc. in the sale of
substantially all of its assets to an affiliate of Resilience Capital Partners LLC.
Headquartered in Lebanon, PA, Weaber is a leading hardwood saw mill and hardwood
products manufacturer. Resilience Capital Partners is a leading private equity firm
focused on lower middle market companies. Since its inception, Resilience has invested
in 22 companies under 16 platforms, together representing over $2 billion in revenue and
over 5,000 employees. The sale was effectuated through Article 9 of the Uniform
Commercial Code and closed in December 2011.
New Hires:
SSG Capital Advisors, LLC announced the hiring of Teresa Kohl as Director, Business
Development. Ms. Kohl is responsible for business development, cultivating and
maintaining referral source and client relationships and advising clients on special
situations transactions. Ms. Kohl has over 14 years of restructuring experience, having
worked with middle-market companies on corporate restructuring and financial advisory
assignments.
SSG Capital Advisors, LLC announced the hiring of Neil Gupta, CFA, as Associate. Mr.
Gupta is responsible for conducting financial, industry and buyer research, creating
valuation and financial models and preparing sale and private placement memoranda. He
works with SSG senior bankers and clients on mergers and acquisitions, financing and
restructuring engagements.
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Stifel Nicolaus Weisel
On October 12, 2011, Carroll Bancorp, Inc. (OTC: CROL) (“Carroll”) completed its full
conversion. Carroll is a newly formed Maryland corporation that will own all of the
outstanding shares of common stock of Carroll Community Bank upon completion of the
mutual-to-stock conversion and the offering. The offering raised $3.6 million and
established a market capitalization of $3.6 million. Carroll intends to invest the proceeds
it retains from the offering initially in short-term securities. Established in 1870, Carroll
Community Bank is a Maryland state-chartered commercial bank with two branches
servicing the Carroll and Howard county markets and is headquartered in Sykesville,
Maryland. Stifel Nicolaus Weisel acted as sole financial advisor and marketing agent.
On October 13, 2011, Fairmount Bancorp, Inc. (“Fairmount”) acquired Fullerton Federal
Savings Association (“Fullerton Federal”) in a conversion merger transaction. Fairmount
serves as the holding company for Fairmount Bank (the “Bank”), a federally-chartered
savings bank. The Bank is a community-oriented federal savings bank, which provides
financial services to individuals and corporate customers through its home office in the
Rosedale area of Baltimore County, Maryland. The Bank’s primary lending products are
single-family residential mortgage loans. As part of the transaction, Fullerton Federal
converted from a federally-chartered mutual savings association to a federally-chartered
stock savings association and issued its shares to the Fairmount. Fairmount offered shares
of its common stock on a priority basis first to eligible members of Fullerton Federal, the
Fairmount employee stock ownership plan, and the general public. The amount of
Fairmount’s stock offered in the subscription offering was based on an independent
valuation of Fullerton Federal. Stifel Nicolaus Weisel acted as financial advisor to
Fairmount on the acquisition and conversion advisor and marketing agent on its
incremental offering.
On November 14, 2011, Legacy Reserves LP (“Legacy Reserves”) completed its follow-
on offering. Legacy Reserves is an independent oil and natural gas limited partnership
headquartered in Midland, Texas, and is focused on the acquisition and development of
oil and natural gas properties primarily located in the Permian Basin, Mid-Continent and
Rocky Mountain regions of the United States. The offering raised $111.4 million
including overallotment and established a new market capitalization of $1.4 billion. The
Company plans to use the net proceeds from this offering to repay outstanding
borrowings under its revolving credit facility. Stifel Nicolaus Weisel acted as co-manager
for the offering.
On November 18, 2011, Penn Virginia Resource Partners, L.P. (“Penn Virginia”)
completed its follow-on offering. Penn Virginia is a publicly traded Delaware limited
partnership that is principally engaged in the management of coal and natural resource
properties and the gathering and processing of natural gas in the United States. The
offering raised $197.6 million including overallotment and established a new market
capitalization of $1.9 billion. The Company intends to use all of the net proceeds of the
offering to repay a portion of the borrowings outstanding under its revolving credit
facility, which the Company has used primarily to fund its recent acquisitions and
expansion projects. Stifel Nicolaus Weisel acted as co-manager for the offering.
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Teleflex Incorporated