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Whitney J. Smith

Fax +1.212.536.3901

Whitney Smith represents strategic and private equity clients in mergers, acquisitions and divestitures, joint ventures, debt and equity investments, and other business transactions. The transactions span a broad range of industries, including life sciences, technology, financial services, media and logistics, with a particular focus on the pharmaceuticals industry.

In addition to corporate transactions, Mr. Smith advises public companies and their Boards of Directors in connection with compliance with SEC reporting and corporate governance matters and activist investor situations. Mr. Smith’s transactions are often cross-border in nature, including a number of acquisitions in India, and are middle-market focused with transaction values typically in the $30 million to $1 billion range.

Mr. Smith regularly advises clients in the following areas:

  • Stock and asset acquisitions and dispositions, mergers and other similar transactions for both public and private companies;
  • Negotiated joint ventures and strategic alliances;
  • Corporate recapitalizations, reorganizations and restructurings; and
  • General corporate and commercial matters, including pharmaceutical license agreements, development agreements, and supply agreements.
Par Pharmaceutical
  • Acquisition of a developer and manufacturer of transdermal patch and thin film pharmaceutical products
  • Acquisition of India-based R&D company
  • Sale of a manufacturing facility and a basket of ANDA’s
  • Acquisition of an India-based developer and manufacturer of API
  • Acquisition of a clinical trials business
  • Acquisition of a basket of products in an FTC-mandated divestiture
  • License, Development and Distribution Agreements
Mayne Pharma
  • Acquisition of six branded foam dermatology products
  • Acquisition of 42 generic products in an FTC-mandated divestiture related to Teva’s acquisition of Allergan’s generic pharmaceutical business
Engine Group
  • Multiple acquisitions for PE portfolio company in the media services business
VitAg Corp.
  • Management buyout of PE porfolio company and subsequent restructuring involving an equity investment by TPG, a tax-exempt bond offering, a credit facility and a real estate purchase for the purpose of constructing and commissioning a biosolids-to-fertilizer plant
  • Acquisition of MECS, a global sulfuric acid technology company
London Stock Exchange Group
  •  Acquisition of a publicly traded U.S. broker-dealer
Willis North America
  • Divestiture of multiple offices and insurance brokerage businesses
Artesyn Technologies
  • Advised a publicly traded company and its Board of Directors in connection with an unsolicited proposal to merge the company and subsequently in connection with negotiations with an activist hedge fund that had acquired a 10% stake in the company
Philips Electronics
  • Acquisition of a U.S. remote cardiac monitoring company from an Israeli telemedicine company
  • Acquisition of a specialty lighting company
  • Acquisition of an electronics peripherals and accessories distribution company
  • Sale of a component manufacturing business coupled with a long-term supply contract

Other Transactions

  • Advised venture capital firm in connection with numerous investments in early-stage technology companies and subsequent portfolio company financings
  • Advice to hedge funds in evaluating a number of activist investments
  • Advised a publicly traded manufacturer of power conversion products and embedded computing solutions in connection with a 144A convertible debt offering
  • Represented a mortgage investment and servicing firm in connection with a numerous senior subordinated debt offerings and Trust Preferred Securities offerings
  • Advised NYSE-listed company in connection with a significant restatement of past financial statements and related SEC and NYSE inquiries