Joseph E. Maloney
Partner
212.223.6700 office
212.223.6433 fax
jmaloney@zukermangore.com | vCard
Joseph advises private equity firms, financial institutions, distressed investment funds, strategic investors and private and public companies in a variety of transactions, including structuring and executing mergers and acquisitions, private and public debt and equity financings, venture capital financings and complex restructurings. He also advises senior management, boards of directors and board committees regarding corporate governance and securities law matters.
Representative Matters
Mergers and Acquisitions
- Represented Chi-X Global Holdings in connection with the sale of Chi-X Canada, its subsidiary and a leading alternative securities trading platform for Toronto Stock Exchange listed securities, to NASDAQ, Inc. for $110.0 million.
- Represented Chi-X Global Holdings in connection with the sale of its Australian and Japanese alternative securities trading platforms and its Hong Kong based technology development and services unit to J.C. Flowers & Co. LLC.
- Represented Nomura Holdings, Inc. in connection with its $1.2 billion acquisition of Instinet Incorporated.
- Represented Nuray Chemical Private Ltd. an Indian generic pharmaceutical manufacturing company, in connection with the sale of its assets to Par Pharmaceutical Inc.
- Represented James Cable LLC, a portfolio company of GoldenTree Asset Management, in connection with the sale of all of its assets to BCI Broadband, a private equity sponsored company.
- Represented Edict Pharmaceuticals, an Indian generic pharmaceutical company, in connection with the sale of 100% of its capital stock to Par Pharmaceutical Inc.
- Represented Rafaella Apparel Group, Inc. a portfolio company of Cerberus Capital Management, in connection with Rafaella’s sale of substantially all of its assets to Perry Ellis International, Inc.
- Represented purchaser of the Whiteface Lodge, a four diamond resort located in Lake Placid, N.Y.
Restructuring Transactions
- Represented Deutsche Bank Securities Inc. as a “stalking horse” bidder in Stelco Inc. reorganization. Deutsche Bank’s Cdn. $900.0 million commitment was comprised of a Cdn. $500.0 secured credit facility, Cdn. $300.0 million convertible notes and Cdn. $100.0 million bridge notes.
- Represented MatlinPatterson Global Opportunities Partners in its acquisition of joint ownership of Huntsman Holdings LLC, an international chemicals company, through a $2.0 billion restructuring. This complex restructuring was comprised of a debt for equity exchange, restructured bank debt facilities, a significant asset acquisition and negotiation of significant corporate governance matters.
- Represented Deutsche Bank Securities Inc. as a creditor and the Standby Purchaser of a Cdn. $850.0 million rights offering in the Air Canada reorganization.
- Represented MatlinPatterson Global Opportunities Partners in its acquisition of a control equity position in Polymer Group, Inc., an international chemicals company, through a pre-negotiated bankruptcy reorganization. This reorganization included an exchange of Polymer’s debt for equity, restructured bank facilities and $75.0 million convertible note offering.
- Represented Macquarie Capital (USA) Inc. in connection with structuring and the purchase and sale of distressed debt of various companies.
- Represented Dimaco in connection with the acquisition of the substantially all of the assets of Metier Tribeca pursuant to a 363 sale in a U.S. Bankruptcy proceeding.
Securities and Capital Markets
- Represented a subsidiary of Instinet Incorporated (which is wholly owned by Nomura Holdings, Inc.), Chi-X Global Holdings, LLC, in connection with the sale of minority equity interests to Goldman Sachs, Morgan Stanley and other financial institutions.
- Represented and advised each of J.P. Morgan Chase, GoldenTree Asset Management, Nomura, Nokata Management and Macquarie in connection with the analysis of legal structure and risks of various proprietary debt and equity investments.
- Represented Haights Cross Communications in connection with the restructuring of its $80 million second lien indenture through a tender and exchange offer.
- Represented Grubb & Ellis, a NYSE listed commercial real estate services firm, in connection with a proxy contest regarding the election of three directors and certain shareholder proposals.
- Represented Rafaella Apparel Group, Inc., a portfolio company of Cerberus Capital Management, in connection with a tender offer to purchase up to $38.0 million of its senior secured notes and amendments to its credit facility.
- Represented Grubb & Ellis in connection with its $95 million preferred equity and $30 million convertible debt 144A private offerings placed by JMP Securities, Inc.
- Represent a leading litigation finance company in connection with its $53.0 million recapitalization involving the negotiation of two new $25.0 million secured credit facilities, a $3.0 million equity investment and the repayment of existing indebtedness.
Private Equity and Venture Capital
- Represented YETI Coolers and Weiman Products, each a portfolio company of Cortec Group, in negotiation of various commercial contracts, including supply, distribution, freight forwarding, tooling, product design, warehouse fulfillment, logistics services and trademark license agreements.
- Represented several private equity firms including Black River Asset Management and Stornoway Capital Partners in connection with their purchase of an aggregate of $50.0 million of unsecured convertible promissory notes in a $100.0 million recapitalization of a distressed international food services business.
- Represented 3rd Primal in connection with purchase of convertible preferred stock of The New Primal, an early stage company which manufactures grass fed organic beef and turkey jerky.
- Represented two private equity firms in connection with their negotiation and purchase of convertible preferred stock of Phase Change Energy Solutions, a manufacturer of energy saving phase change building products.
- Represented IT’SUGAR, a specialty retail candy store developer and operator, in connection with the sale of $10.0 million of convertible notes to a private equity investor.
- Represented Cymfony, Inc., a software development company, in connection with the sale of $10.0 million of convertible preferred stock to several venture capital firms.