Eugene W. McDermott Jr.

Gene McDermott practices in the area of corporate and securities law, with emphasis on capital markets, corporate governance, issuer reporting requirements and mergers and acquisitions. He advises clients involved in public and private offerings of equity and debt, both in the United States and internationally. His work regularly includes general securities advice, SEC reporting obligations, tender offers, public and private merger and acquisition transactions and "alternative" public offerings, such as registered directs and PIPEs.

Gene’s experience includes the representation of:

• A number of publicly traded companies in their ongoing reporting obligations, corporate governance and compliance matters, financings and strategic transactions
• Adams Resources & Energy, Inc., in the repurchase of all shares of Adams common stock owned by KSA Industries, Inc., the company's largest stockholder, and members of the family of the late Kenneth Stanley Adams, Jr., the company's founder
• Biohaven Pharmaceutical Holding Company Ltd. (NYSE: BHVN) in the sale of its migraine business, including NURTEC® ODT, an innovative dual-acting migraine therapy approved for both acute treatment and episodic prevention of migraine in adults, and zavegepant, to Pfizer in a total deal consideration valued at approximately $13 billion
• IPG Photonics Corporation, a developer and manufacturer of high-performance fiber lasers and amplifiers, in the sale of its telecom transmission product lines to Lumentum
• Nabsys in an investment of $25 million by Hitachi High-Tech Corporation through the issuance and sale of the client’s Series B and B-1 Units
• Deutsche Bank in establishing a $25 million term loan facility in favor of RapidMiner, Inc., that is secured by collateral in the United States, Hungary, Germany and the United Kingdom. Deutsche Bank also made an equity investment in RapidMiner in the form of a warrant to purchase preferred stock
• Biohaven Pharmaceutical Holding Company Ltd. (NYSE: BHVN) in its acquisition of the remaining 58% interest of Kleo Pharmaceuticals, Inc., that it did not previously own and the execution of an exclusive license agreement with Yale University for a novel extracellular degrader technology licensed from the Spiegel Lab
• Canaccord Genuity as the nominated adviser and sole bookrunner in Pantheon Resources plc’s placing of 73,756,314 new Ordinary Shares at a price of 31 pence per Ordinary Share on the London Stock Exchange
• GulfMark Energy, Inc., a crude oil marketing subsidiary of Adams Resources & Energy, Inc., and its wholly owned subsidiary, GulfMark Terminals, LLC, in the acquisition of the outstanding equity interests of Victoria Express Pipeline, L.L.C. (VEX), and related terminal assets from EnLink Midstream Operating, L.P.
• SolGold Plc (LSE & TSX) in the completed placing of 121,359,680 ordinary shares with new and existing investors at a placing price of 21.5 pence per placing share
• Robert Vanman, the founder and CEO of WatchGuard, Inc., in the sale of WatchGuard to Motorola Solutions, Inc.
• PTC Inc. in its Nov. 1, 2019, acquisition of Onshape Inc. for approximately $470 million in cash, net of cash acquired
• Juvenescence Limited, a BVI drug development company focused on the development of therapies to increase human longevity, in its purchase of 14.4 million shares of AgeX Therapeutics, Inc., for $43.2 million, from its affiliate BioTime, Inc. (NYSE American: BTX)
• NewStar Financial, Inc., a Nasdaq-listed non-bank lender and investment manager specializing in direct lending to middle market companies, in simultaneous transactions through which NewStar was acquired by First Eagle Investment Management by merger, and a $2.4 billion portfolio of loans and other investment assets was sold to an affiliate of GSO Capital Partners in an asset sale
• Kronos Worldwide, Inc., a NYSE-listed manufacturer of titanium dioxide pigments, in its private offering of €400 million in aggregate principal amount of senior secured notes under Rule 144A and Regulation S
• ActiveCare Inc., and its wholly-owned subsidiary, 4G Biometrics, LLC, in the sale of substantially all of its assets under Sections 105, 363 and 365 of the United States Bankruptcy Code, to Telcare Medical Supply, LLC, a subsidiary of Biotelemetry, Inc. (NASDAQ: BEAT), a leading developer of mobile and wireless medical monitoring devices, for up to an amount exceeding $10 million of total consideration
• Heritage Village Water Company in its 2016 merger with Connecticut Water Service Inc. (NASDAQ: CTWS) in a stock-for-stock exchange
• Textron, Inc., in its acquisition of ATAC Holdings, Inc., a tactical airborne training provider to the U.S. military
• Firestone Financial Corp. in its stock-for-stock acquisition by Berkshire Hills Bancorp (NYSE: BHLB)
• Viatel Holding (Bermuda) Limited, a European telecommunications company, in its acquisition by Digiweb, including the equity rollover and additional investment by institutional shareholders
• Allied Healthcare International Inc. (NYSE: AHCI), a publicly traded homecare provider of health and social care in the United Kingdom and Ireland, in its $175 million acquisition by Saga Group Limited
• A private equity fund in its senior secured convertible note PIPE investment in a Texas-based, publicly traded health care company as well as in several follow-on investments in the same company
• A publicly traded Massachusetts-based clean technology company in a series of CMPOs and registered direct offerings as well as other alternative financing arrangements
• ABRY Partners, a private equity firm, in its $1.3 billion acquisition of RCN Corporation (NASDAQ: RCNI)
• Takeda Pharmaceutical Company Limited (TSE: 4502) in its $8.8 billion tender offer for Millennium Pharmaceuticals, Inc. (NASDAQ: MLNM) in 2008, at the time one of the largest foreign acquisitions by a Japanese company and the largest by a Japanese company in the pharmaceutical industry
• QBE Insurance Group Limited (AUS: QBE) in its acquisition of North Pointe Holdings Corporation (NASDAQ: NPTE), a specialty commercial and personal lines insurer
• An NYSE-listed telecommunications company in an issuer tender offer for certain of its employee stock options to address adverse tax consequences to optionholders arising out of an options backdating inquiry
• GTECH Holdings Corporation in several transactions, including:
  • $175 million offering of guaranteed convertible debentures to qualified institutional investors under Rule 144A, and the resale registration of the same debentures with the SEC
  • $250 million offering of senior notes
  • Acquisition of Interlott Technologies, Inc.
  • Acquisition by Lottomatica S.p.A.
• Kingsway Financial Services, Inc., a specialty provider of personal and commercial lines of property and casualty insurance in the United States and Canada, in its unsolicited tender offer for all outstanding securities of American Country Holdings Inc.