Michael R. Neidell

Mergers & Acquisitions

• Represented Hallmark Financial Services, Inc. in its $60 million sale of assets related to its excess and surplus lines operations to Core Specialty Insurance Holdings, Inc.
• Represented Steel Partners Holdings L.P. in its registered exchange offers for Steel Excel Inc. and Handy & Harman Ltd., a NASDAQ-listed company, in which shares of common stock of the acquired companies were exchanged for newly issued 6.0% Series A preferred units of Steel Partners listed on the NYSE.
• Represented an affiliate of Steel Partners Holdings L.P. in its $163.8 million tender offer and going-private transaction for SL Industries, Inc.
• Represented Landry’s, Inc. in its $130 million tender offer for McCormick & Schmick’s Seafood Restaurants, Inc.
• Represented Mooney Aviation Company, Inc., a manufacturer of single-engine aircraft, in the $17.5 million sale of its assets to Soaring America Aviation Corporation, an affiliate of Shicheng Yurun (Beijing) Investment Co., Ltd.
• Represented Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry’s, Inc., in a $1 billion management buyout of Landry’s.
• Represented dELiA*s, Inc., a direct marketing and retail company, in the $100 million sale of assets related to its CCS business to Foot Locker, Inc.
• Represented Alcatel in the $63.5 million sale by Alcatel and Corning Incorporated of their optical components businesses to Avanex Corporation.

Private Equity, PIPE and Venture Capital Investments

• Represented Success Foods Management Group, LLC (d/b/a Torchy’s Tacos) in a significant minority private equity investment by General Atlantic.
• Represented Omni New York in a majority private equity investment by Stone Point Capital.
• Represented Firebirds International, LLC, which owns and operates Firebirds Wood Fired Grill locations nationwide, in its acquisition by Angelo, Gordon & Co.’s Private Equity Group.
• Represented NuCO₂ Inc., a Nasdaq-listed company, in its $487 million acquisition by Aurora Capital Group, a private equity firm.
• Represented Lone Star Steakhouse & Saloon, Inc., owner of the high-end Del Frisco Double Eagle Steakhouse restaurants, in its $600 million acquisition by Lone Star Funds, a private equity firm.
• Represented Portside Growth and Opportunity Fund, a Ramius fund, in over 50 PIPE transactions.
• Represented NBC in its $30 million common stock investment in World Wrestling Entertainment, Inc.
• Represented venture capital firms InFocus Capital Partners, The Argentum Group, and First Analysis Corporation in a number of preferred equity investments.

Activist Matters

• Represent a number of clients in connection with M&A-related and other event-driven activist investments.
• Represented Engaged Capital in its agreement with SunOpta Inc. pursuant to which Engaged Capital and Oaktree Capital Management, L.P. agreed to invest up to $60 million in the form of exchangeable preferred shares. Engaged Capital also received board representation as part of the transaction.
• Represented Ancora Advisors in its unsolicited acquisition proposal for, and successful withhold campaign at, J. Alexander’s Holdings.
• Represented SevenSaoi Capital in connection with the addition of a new independent director to the board of PDL BioPharma, Inc.
• Represented Steel Partners in its investment in ModusLink Global Solutions Inc., including the negotiation of a $30 million investment agreement and a settlement agreement resulting in the election of two Steel nominees to the board.
• Represented Dolphin Limited Partnership III, L.P. in the successful negotiation of a settlement agreement with Qumu Corporation (f/k/a Rimage Corporation), providing for the election of two new independent directors to the board.
• Represented Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with Tellabs, Inc., resulting in the appointment of three new independent directors to the board.
• Represented Cadian Capital Management, LLC in its successful “Just Say No” campaign at Comverse Technology, Inc.
• Represented Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with California Micro Devices Corporation, resulting in the appointment of three Dialectic nominees to the board.
• Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation, an NYSE-listed company. After commencing a consent solicitation to remove Bairnco’s board of directors, successfully negotiated a friendly merger transaction.

Securities Offerings

• Represented Aerojet Rocketdyne Holdings, Inc. (f/k/a GenCorp Inc.), an NYSE-listed company, in its $200 million Rule 144A offering of convertible subordinated debentures.
• Represented GlobalOptions Group, Inc., a NASDAQ-listed company, in its capital restructuring and $20 million underwritten public offering.
• Represented Golden Nugget, Inc. in its $155 million tender offer and consent solicitation for its 8.75% senior secured notes.
• Represented Comtech Telecommunications Corp. in its $105 million Rule 144A offering of senior convertible notes.
• Represented 24/7 Real Media, Inc. in its $55 million underwritten public offering of common stock.
• Represented Celgene Corporation in its $400 million Rule 144A offering of senior convertible notes.