Corporate and Corporate Finance Gallagher represents individual and corporate clients in a variety of business and financial transactions including mergers and acquisitions, joint venture arrangements, debt and equity financing, private placements, Securities and Exchange Act reporting obligations and compliance, and general corporate and contract matters. We distinguish ourselves from other firms through our long standing client relationships and our collaborative approach. Our lawyers are focused, efficient and responsive. Our areas of experience include: Private securities offerings, including preparation of private placement memoranda and related offering documents and compliance with SEC and Blue Sky requirements; Private equity funds; Corporate lending on behalf of banks and other institutional lenders; Mergers, acquisitions and dispositions of businesses and business entities; Convertible debt, preferred stock, B-Notes, mezzanine debt, participating debt, and other conventional and unconventional debt structures; Joint ventures and other co-investments; Health care finance, including facilities, equipment and operating capital; Corporate and partnership tax advice, planning and structuring; Debt and equity restructuring and workouts; Corporate governance and securities reporting and compliance; and Employee and executive equity and synthetic equity participation arrangements. Representative Corporate Transactions Current high net worth and institutional private equity transactions include a: $250 million private fund to invest in real property, leases, and debt instruments secured by mortgages and other collateral, and other real-estate related interests; $50 million private fund to invest in community based retail and mixed use commercial properties; $15 million private fund for the acquisition, development and carrying costs of independent and assisted living, memory care, transitional care and skilled care facilities for the elderly; New fund in a series of five private funds totaling over $120 million for the development, acquisition and expansion of assisted living and memory care facilities; $30 million private fund to invest in single family and multifamily residential development and acquisition projects and land development. We represent institutional investors in large, single-investor equity placements for major commercial projects, including a $300 million mixed use project with 1 million square feet. Our lawyers have represented clients in stock and asset acquisitions and dispositions of businesses, including recently the representation of: Management and a private equity investor in forming a company, acquiring telecommunications subsidiaries and obtaining several rounds of equity financing; A publicly traded telecommunications company in its $128 million acquisition of a nation-wide fiber optic network; The $53 million disposition of an international building products company; The sale of a medical supply business to a Fortune 500 company; A renewable energy company in the sale of a nationwide solar portfolio and a biomass project in Hawaii. Through our Public Finance practice, Gallagher has been involved in many of the largest bond financings for Maryland hospitals. Our investment transactions for clients focusing in the areas of multifamily housing, health care, and education exceeds $9.4 billion. We represented an assisted living client in the recapitalization of a portion of its senior living portfolio consisting of eleven communities in five states with a purchase price of $347 million. This transaction included a joint venture management arrangement and equity co-investment. The firm assisted a $20 billion international real estate and clean energy financial services company in joint ventures and asset acquisitions involving such diverse industries as renewable energy, environmental mitigation banking, mortgage banking, and overseas low income housing; the latter involved the formation of a Luxembourg holding company and European and South African subsidiaries. With our Renewable Energy practice, we have closed more than $150 million in financing for more than 25 photovoltaic solar projects across the country with a combined capacity of over 40 MW. Our nationally recognized Tax Credit practice handles federal historic, low income, and new markets tax credit transactions for investors, syndicators, and developers in projects in all fifty states. Working with our Real Estate Transactions group, we represent one of Baltimore’s most successful mixed-use redevelopment efforts, Harbor East -- including a 600,000 square foot headquarters building for Legg Mason, a Four Seasons Hotel and Condominiums, a 700+ room Marriott Hotel, three other hotels, multiple condominium and apartment projects, street level retail and other uses. Group Members