• Share
  • Email
  • Print

D. Mark McMillan

Practice Area Leader - Corporate & Transactional
+1.312.807.4383
Fax +1.312.827.8001

Mark McMillan concentrates his practice in merger and acquisition, securities, and corporate governance matters. He advises management, boards of directors, investors, and owners of Fortune 500, middle-market, and emerging companies across a wide range of industries, including information technology, financial services, manufacturing, hospitality, and environmental services.

Mr. McMillan has represented both domestic and foreign issuers and underwriters in numerous transactions, including complex multi-national initial public offerings and subsequent public and private offerings of various equity and debt securities. He has experience with shelf registrations, exchange offers, tender offers, and reporting and compliance matters. He regularly represents public and private companies in M&A transactions. He also has experience with private equity and venture capital transactions, including equity finance, leveraged buy-outs, and leveraged recapitalizations representing the portfolio companies, private equity investors, and buyout funds. Mr. McMillan’s corporate governance experience includes acting as counsel to the board of directors of reorganized Enron Corp. in all matters since its reorganization.

Mr. McMillan also serves as a firmwide Practice Area Leader for the firm’s Corporate & Transactional practices and is a member of the K&L Gates Management Committee.

Professional/Civic Activities

  • Northwestern University's Ray Garrett, Jr. Corporate and Securities Law Institute (Executive Committee)
  • PowerShares Exchange-Traded Fund Trust (Former Trustee)
  • Wheaton College (Board of Visitors - former member)
Mergers & Acquisitions

Advance America, Cash Advance Centers, Inc. (NYSE: AEA): the largest non-bank provider of cash advance services in the U.S., in numerous transactions, including:
  • Sale to Grupo Elektra S.A. de C.V., in a transaction valued at approximately $780 million.
  • Acquisition of the retail storefront lending business of CompuCredit Holdings Corporation (Nasdaq NMS: CCRT) for approximately $46 million.
  • Acquisition of the entities owning the National Cash Advance business for cash and stock valued at approximately $180 million.

Robert Bosch GmbH: sale of its 50% joint venture interest in Purolator Filters NA, LLC to co venturer Mann+Hummel GmbH pursuant to an auction transaction.

OYSTAR International GmbH: a portfolio company of Berlin-based private equity firm Odewald & Compagnie, in the sale of its subsidiary OYSTAR North America Inc., a manufacturer of packaging equipment for the food industry, to the Italian industrial company Coesia S.p.A., in a transaction valued at approximately $300 million.

LKQ Corporation (Nasdaq NMS: LKQX): a distributor of aftermarket and recycled automotive parts, in its cash-for-stock acquisition of Keystone Automotive Industries, Inc. (Nasdaq NMS: KEYS) in a transaction valued at approximately $811 million.

Barrington Research Associates, Inc: a financial services firm, in several transactions, including:
  • Financial advisor to the board of OPKO Health, Inc. (NYSE: OPK) in OPKO’s stock-for-stock acquisition of PROLOR Biotech, Inc. (NYSE MKT: PBTH), a transaction valued at approximately $480 million.
  • Financial advisor to the board of Continucare Corporation (NYSE: CNU) in its sale for cash and stock to Metropolitan Health Networks, Inc. (NYSE: MDF), a transaction valued at approximately $416 million.

Reorganized Enron Corp.: sale of subsidiary Prisma Energy Solutions, Inc., a diversified energy company with operations in Argentina, Bolivia, Brazil, Colombia, Guatemala, Panama, Poland, Turkey, and Venezuela, to an affiliate of London-based Ashmore Investment Management Ltd., in a transaction valued at approximately $2.8 billion.

Extended Stay America, Inc. (NYSE: ESA): an owner and operator of extended stay hotels, in numerous transactions, including:
  • Leveraged buy-out sale to an affiliate of Blackstone Group, L.P. in a transaction valued at approximately $3.2 billion.
  • Acquisition, via a stock-for-stock merger, of Studio Plus Hotels, Inc. (Nasdaq NMS: SPHI), an owner and operator of a national chain of all-suite hotels, in a transaction valued at approximately $340 million.

WMX Technologies, Inc. (NYSE: WMX) (formerly Waste Management, Inc.): in numerous transactions, including:
  • Stock-for-stock acquisition of a controlling interest in Wheelabrator Technologies, Inc. (NYSE: WTI), a provider of waste-to-energy services, in a transaction valued at $1.9 billion.
  • Going-private acquisition, via a notes-for-stock merger, of the publicly-traded minority stock of Chemical Waste Management, Inc. (NYSE: CWM), a provider of hazardous waste management services, in a transaction valued at approximately $553 million.
  • Acquisition, via cash tender offer, of Resource Recycling Technologies, Inc. (AMEX: RRT), a provider of material recycling services, for approximately $38 million.

Parlano Inc.: a provider of enterprise group chat software and portfolio company of Oak Investment Partners and Longworth Venture Partners, in its sale to Microsoft Corporation (NasdaqGS: MSFT).

Lakeview Technology, Inc.: a provider of infrastructure software and services, in its sale to Vision Solutions, Inc., a portfolio company of Thoma Cressey Bravo, in a transaction valued at $103 million.

Blockbuster Entertainment Corporation (NYSE: BEC): represented the Special Committee of the Board of Directors in its approximately $8.4 billion merger with Viacom Inc. and Viacom’s approximately $9 billion acquisition of Paramount Entertainment Corporation.

Toter Incorporated: a manufacturer of rotational molded plastics products and a portfolio company of Ridge Capital Partners, in its sale to Wastequip, Inc. for approximately $96 million.

CFC International, Inc. (Nasdaq NMS: CFCI): a manufacturer of specialty chemical coatings, in its acquisition for cash by Illinois Tool Works, Inc. (NYSE: ITW) in a transaction valued at approximately $80 million.

divine, inc. (Nasdaq NMS: DVIN): a provider of technology solutions, in numerous transactions, including:
  • Stock-for-stock acquisition of Open Market, Inc. (Nasdaq NMS: OMKT), a provider of e business solutions, in a transaction valued at approximately $76 million, including the provision of a $17 million bridge finance facility.
  • Stock-for-stock acquisition of Eprise Corporation (Nasdaq NMS: EPRS), a provider of e content management solutions, in a transaction valued at approximately $43 million.
  • Stock-for-stock acquisition of Data Return Corporation (Nasdaq NMS: DRTN), a provider of managed hosting services, in a transaction valued at approximately $38 million, including the provision of a $13 million bridge finance facility.
  • Stock-for-stock acquisition, through a Canadian plan of arrangement, of Delano Technology Corporation (Nasdaq NMS: DTEC), a Canadian marketing solutions company, in a transaction valued at approximately $10 million.

National Surgery Centers, Inc. (Nasdaq NMS: NSCI): sale to HEALTHSOUTH Corporation (NYSE: HRC) in a transaction valued at approximately $610 million.

LaSalle Bank N.A.: purchase of the Chicago Marathon.

Storage Technology Corporation: a computer equipment manufacturer and distributor, in the sale of its mid-range distributed systems computer lease portfolio to AT&T Capital Corporation for approximately $200 million.

Discovery Zone, Inc. (Nasdaq NMS: ZONE): in its concurrent (i) $130 million acquisition of Leaps and Bounds from McDonald’s Corporation (NYSE: MCD), (ii) $100 million purchase of Blockbuster Entertainment Corporation’s (NYSE: BEC) franchised Discovery Zone recreation centers, and (iii) Blockbuster’s $160 million increase of Blockbuster’s ownership to approximately 50% of Discovery Zone.

The Brand Companies, Inc. (Nasdaq NMS: BRAN): a provider of construction, environmental consulting, and hazardous substance remediation services, in several transactions, including:
  • Acquisition of (i) the industrial cleaning business of NSC Corporation (Nasdaq NMS: NSCC), a 70%-owned subsidiary of OHM Corporation (NYSE: OHM), and (ii) newly-issued shares of NSC representing approximately 40% of the stock of NSC, in exchange for the asbestos abatement business of Brand.
  • Acquisition of the scaffolding business of SGB Construction Services, Inc.

Rust International Inc. (NYSE: RII): a provider of engineering, construction, environmental and infrastructure consulting, and hazardous substance remediation services, in several transactions, including:
  • Acquisition via cash tender offer of EnClean, Inc. (Nasdaq NMS: ENCL) in a transaction valued at approximately $40 million.
  • Sale of its scaffolding business in a leveraged buy-out, valued at approximately $200 million, to an affiliate of DLJ Merchant Banking, Inc. In addition to approximately $180 million in cash, Rust received subordinated debt and approximately 20% of the common equity and exchangeable senior preferred stock of the buyer.

Ridge Capital Partners (a private equity sponsor): in numerous transactions, including:
  • Acquisition, senior financing, and mezzanine financing of the leveraged recapitalization of WeCare Holdings, Inc., a provider of residual waste stream services.
  • Acquisition, senior financing, and mezzanine financing of its leveraged recapitalization of Toter Incorporated, a manufacturer of rotational molded plastics products.
  • Acquisition, senior financing, and mezzanine financing of its leveraged buy-out of Vibratech, Inc., a manufacturer of vibration dampening equipment, from IDEX Corporation.
  • Acquisition, senior financing, and mezzanine financing of its leveraged buy-out of MicroPower Electronics, a manufacturer of battery equipment for portable electronics, from a subsidiary of Coats & Viyella plc.
  • Acquisition, senior financing, and mezzanine financing of its leveraged buy-out of AAI Systems Management, Inc., a manufacturer of weather monitoring equipment, from United Industrial Corporation.

Initial Public Offerings

Portland General Electric Company (NYSE: POR): represented Enron Creditors Recovery Corp. (formerly Enron Corp.) in the $615 million initial public offering of the remaining 38% of the common stock of Portland General owned by Enron, through underwriters led by Deutsche Bank Securities and Lehman Brothers. The initial public offering followed the simultaneous NYSE listing and distribution to creditors of the other 62% of Portland General’s common stock.

Advance America, Cash Advance Centers, Inc. (NYSE: AEA): Represented the selling stockholders in the $371 million initial public offering of Advance America, the largest non-bank provider of cash advance services in the U.S., through underwriters led by Morgan Stanley & Co., Banc of America Securities, and Wachovia Capital Markets.

LKQ Corporation (Nasdaq NMS: LKQX): a distributor of aftermarket and recycled automotive parts, in its $91 million initial public offering of its common stock through underwriters led by Robert W. Baird & Co. and Jefferies & Company.

divine interVentures, inc. (Nasdaq NMS: DVIN): a venture holding company and service provider for e-commerce portfolio businesses, in its initial public/private offering of approximately $407 million of its common stock through underwriters led by Robertson Stephens, Donaldson, Lufkin & Jenrette, Bear Stearns & Co., and William Blair & Company, including a concurrent private placement of $259 million of its common stock to 360networks, Aon Corporation, Compaq Computer Corporation, Hewlett-Packard Company, Level 3 Communications, and Microsoft Corporation, among others.

Waste Management International plc (NYSE: WME): an international provider of waste management services, in its $768 million divisional carve-out global initial public offering of its ordinary shares and American Depositary Receipts through underwriters led by Merrill Lynch & Co. and Kidder, Peabody & Co. This was the largest IPO of an operating company in history at that time.

Boise Cascade Office Products Corporation (NYSE: BOP): a direct supplier of office products – now OfficeMax and formerly a wholly-owned subsidiary of Boise Cascade Corporation, in its $133 million combined U.S. and international divisional carve-out initial public offering of a total of 17.3% of its common stock through underwriters led by Goldman, Sachs & International and Lazard Brothers & Co.

Extended Stay America, Inc. (Nasdaq NMS: STAY): an owner and operator of extended stay hotels, in its initial public offering of approximately $87 million of its common stock through underwriters led by Donaldson, Lufkin & Jenrette and Smith Barney Inc., including a registered concurrent offering of approximately $25 million of its common stock to the Company's existing stockholders.

Rainy River Forest Products Inc. (TSX: RRF): a Canadian manufacturer of newsprint and uncoated groundwood paper and formerly a wholly-owned subsidiary of Boise Cascade Corporation, in its combined U.S. and Canadian divisional carve-out initial public offering of an aggregate of $530 million of U.S. dollar denominated senior secured notes and units consisting of common shares and Canadian dollar denominated convertible unsecured subordinated debentures through underwriters led by Salomon Brothers and Goldman, Sachs & Co. in the U.S. and Nesbitt Burns in Canada.

Einstein/Noah Bagel Corp. (Nasdaq NMS: ENBX): an owner, operator, and franchisor of a national chain of retail bagel stores, in its initial public/private offering of approximately $92 million of its common stock through underwriters led by Merrill Lynch & Co., Alex. Brown & Sons, and Montgomery Securities, including a registered concurrent offering of approximately $7 million of its common stock to the company's officers and directors, and including a concurrent private placement of $32 million of its common stock to its parent company Boston Chicken, Inc.

National Surgery Centers, Inc. (Nasdaq NMS: NSCI): an owner and operator of ambulatory surgery centers, in its $41 million initial public offering of its common stock through underwriters led by Alex. Brown & Sons, Furman Selz, and J.P. Morgan & Co.

Webco Industries, Inc. (Nasdaq NMS: WBCO): represented the underwriters in the $40 million initial public offering of Webco, a manufacturer of steel tubing and pipe, led by Kidder, Peabody & Co. and Dean Witter Reynolds.

Kemper Strategic Income Fund (NYSE: KST): represented the underwriters in the $52 million initial public offering of Kemper Strategic Income Fund, a closed-end, diversified management investment company, led by Kemper Securities, Inc.

Boston Chicken, Inc. (Nasdaq NMS: BOST): an owner, operator, and franchisor of a national chain of retail rotisserie roasted chicken restaurants, in its initial public/private offering of approximately $58 million of its common stock through underwriters led by Merrill Lynch & Co. and Alex. Brown & Sons, including a concurrent private placement of approximately $17 million of its common stock to the company's officers and directors.

Discovery Zone, Inc. (Nasdaq NMS: ZONE): an owner, operator, and franchisor of indoor recreational facilities, in its $60 million initial public offering of its common stock through underwriters led by Merrill Lynch & Co. and Kidder, Peabody & Co.

Dames & Moore, Inc. (Nasdaq NMS: DMOR): represented the underwriters in the $130 million initial public offering of Dames & Moore, a provider of environmental and engineering consulting services, led by Kidder, Peabody & Co., Goldman, Sachs & Co., Smith Barney, Harris Upham & Co., and Oppenheimer & Co.

Air & Water Technologies Corporation (Nasdaq NMS: AWTC): represented the underwriters in the $78 million initial public offering of Air & Water Technologies, a provider of pollution control technologies, led by Kidder, Peabody & Co. and Alex. Brown & Sons.

Insituform Mid-America, Inc. (Nasdaq NMS: INSMA): represented the underwriters in the $39 million initial public offering of Insituform, a provider of trenchless pipe reconstruction and rehabilitation services, led by Kidder, Peabody & Co., A.G. Edwards & Sons, and Morgan Keegan & Company.

Davel Communications Group, Inc. (Nasdaq NMS: DAVL): represented the underwriters in the $25 million initial public offering of Davel, the largest independent operator of pay telephones, led by The Chicago Corporation.

EMCON Associates, Inc. (Nasdaq NMS: MCON): represented the underwriters in the $13 million initial public offering of EMCON, a provider of environmental and engineering consulting services, led by Kidder, Peabody & Co. and Wessels, Arnold & Henderson.

CFC International, Inc. (Nasdaq NMS: CFCI): a manufacturer of specialty chemical coatings, in its $13 million initial public offering of its common stock through underwriters led by Everen Securities and Principal Financial Securities.

Environmental Elements Corporation (Nasdaq NMS: NLCO): represented the underwriters in the $47 million initial public offering of Environmental Elements, a supplier of air pollution control systems, led by Kidder, Peabody & Co. and Legg Mason Wood Walker.

Equity Capital Markets Transactions

LKQ Corporation (NasdaqGS: LKQX): a distributor of aftermarket and recycled automotive parts, in several transactions, including:
  • $428 million primary and secondary public offering of its common stock through underwriters led by Robert W. Baird & Co. and Deutsche Bank Securities.
  • $116 million primary and secondary public offering of its common stock through underwriters led by Robert W. Baird & Co., Raymond James, Morgan Keegan & Company, and Barrington Research.

Waste Management, Inc. (NYSE: WMX): in its “Dutch-auction” style self-tender offer for approximately $1.05 billion of its common stock. Merrill Lynch & Co. acted as dealer-manager.

Extended Stay America, Inc. (Nasdaq NMS: STAY): an owner and operator of extended stay hotels, in numerous transactions including:
  • Public offering of approximately $303 million of its common stock through underwriters led by Donaldson, Lufkin & Jenrette, Allen & Company, CS First Boston, and Smith Barney.
  • Creation and utilization of (i) a shelf registration of approximately $100 million of common stock to fund acquisitions and (ii) a resale shelf registration of approximately $375 million of common stock covering all of the company’s then outstanding restricted stock.
  • Private placement of approximately $203 million of its common stock to institutional investors, placed by Allen & Company, and subsequent resale registration.

Boise Inc. (NYSE: BZ): a manufacturer of packaging products and paper, in its $95 million secondary public offering of its common stock through underwriters led by Goldman, Sachs & Co. and Lazard Capital Markets.

National Surgery Centers, Inc. (Nasdaq NMS: NSCI): an owner and operator of ambulatory surgery centers, in its $77 million follow-on public offering of its common stock through underwriters led by Alex. Brown & Sons Incorporated, Furman Selz, and J.P. Morgan & Co.

PLATINUM technology, inc. (Nasdaq NMS: PLAT): a developer of software products and support for the management of software infrastructure, in connection with the creation and utilization of a shelf registration of approximately $75 million of common stock to fund acquisitions.

Boston Chicken, Inc. (Nasdaq NMS: BOST): an owner, operator, and franchisor of a national chain of retail rotisserie roasted chicken restaurants, in several transactions, including:
  • Follow-on public offering of approximately $357 million of its common stock through underwriters led by Merrill Lynch & Co. and Alex. Brown & Sons.
  • Follow-on public offering of approximately $128 million of its common stock through underwriters led by Merrill Lynch & Co. and Alex. Brown & Sons.

Einstein/Noah Bagel Corp. (Nasdaq NMS: ENBX): an owner, operator, and franchisor of a national chain of retail bagel stores, in its follow-on public offering of approximately $101 million of its common stock through underwriters led by Merrill Lynch & Co., Alex. Brown & Sons, Montgomery Securities, and Morgan Stanley & Co., including a registered concurrent offering of approximately $14 million of its common stock to its parent company Boston Chicken, Inc.

Koninklijke Nederlandshe Hoogovens en Staalfabrieken N.V. (Royal Dutch Steel Works): a Dutch integrated steel and aluminum manufacturer, in connection with the U.S. Rule 144A tranche of an approximately $187 million international offering of ordinary shares and depositary receipts representing ordinary shares, through underwriters led by S.G. Warburg Securities Ltd. and ABN AMRO Bank N.V.

Boise Cascade Corporation (NYSE: BCC): a forest products company, in numerous transactions, including
  • Public offering of $182 million of Depositary Shares for its Conversion Preferred Stock, Series G (Automatically Convertible Equity Securities – ACES) through underwriters led by Goldman, Sachs & Co., Lazard Frères & Co., and Salomon Brothers.
  • Public offering of $115 million of Depositary Shares for its 9.40% Cumulative Preferred Stock, Series F, through underwriters led by Goldman, Sachs & Co., A.G. Edwards & Sons, Kidder, Peabody & Co., Lazard Frères & Co., PaineWebber Incorporated, Salomon Brothers, and Smith Barney, Harris Upham & Co.
  • Public offering of $197 million of Depositary Shares for its Conversion Preferred Stock, Series E (Yield Enhanced Stock – YES Shares) through underwriters led by Goldman, Sachs & Co.

Debt Transactions

Extended Stay America, Inc. (NYSE: ESA): in numerous transactions, including:
  • $1 billion syndicated senior secured credit facility; Morgan Stanley Senior Funding acted as sole book runner and sole lead arranger, and The Industrial Bank of Japan, Limited acted as administrative agent.
  • $200 million Rule 144A offering of of senior subordinated notes and the subsequent registered A/B exchange offer; Morgan Stanley Dean Witter, Donaldson, Lufkin & Jenrette Securities Corporation, Bear Stearns & Co. Inc., and Salomon Smith Barney were the lead underwriters of the offering.
  • $700 million syndicated senior secured credit facility; Morgan Stanley Senior Funding acted as syndication agent and arranger, and The Industrial Bank of Japan, Limited acted as administrative agent.
  • $500 million syndicated senior secured credit facility; Morgan Stanley Dean Witter acted as syndication and placement agent.

Advance America, Cash Advance Centers, Inc. (NYSE: AEA): in numerous transactions, including:
  • $300 million syndicated senior secured revolving credit facility; Bank of America, N.A. acted as administrative agent and Wells Fargo Bank, N.A. acted as syndication agent.
  • $265 million syndicated senior secured revolving credit facility; Bank of America, N.A. acted as administrative agent and Wachovia Bank, N.A. acted as syndication agent.
  • $180 million syndicated senior secured credit facility; Bank of America, N.A. acted as administrative agent.

WMX Technologies (NYSE: WMX) (formerly Waste Management, Inc.): in numerous public offerings under its medium-term note program, including:
  • $450 million of 7.10% Notes due August 2026, through underwriters led by Donaldson, Lufkin & Jenrette and Merrill Lynch & Co.
  • $150 million of 7.65% Debentures due March 2011, through underwriters led by Merrill Lynch & Co. and Kidder, Peabody & Co.
  • $500 million of 6 ⅜% Notes due December 2003, through underwriters led by Merrill Lynch & Co. and Kidder, Peabody & Co.
  • $300 million of 6 ⅞% Notes due June 1996, through underwriters led by Kidder, Peabody & Co. and Merrill Lynch & Co.
  • $250 million of 6.375% Notes due July 1997, through underwriters led by Merrill Lynch & Co. and Kidder, Peabody & Co.
  • $250 million of 6 ¼% Notes due December 1995, through underwriters led by Kidder, Peabody & Co. and Salomon Brothers Inc.
  • $200 million of 7.875% Notes due August 1996, through underwriters led by Merrill Lynch & Co. and Kidder, Peabody & Co.
  • $100 million of 7 ¾% Notes due February 1995, through underwriters led by Kidder, Peabody & Co.

Boston Chicken, Inc. (Nasdaq NMS: BOST): in its public offering of approximately $828 million of its Liquid Yield Option Notes (LYONS) due 2015 through underwriters led by Merrill Lynch & Co.

Discovery Zone, Inc. (Nasdaq NMS: ZONE): in its public offering of approximately $293 million of its Liquid Yield Option Notes (LYONS) due 2013 through underwriters led by Merrill Lynch & Co.