< PreviousKroger Leads “Largest Retail-Property Trade Since 2019” A McGuireWoods real estate and land use team advised The Kroger Co. (NYSE: KR) on a complex three-party transaction resulting in its successful sale and leaseback of a portfolio of 28 Fred Meyer stores in Oregon, Washington, Idaho and Alaska, and the modification of leases in a separate portfolio of stores located across additional states. The deal, which closed Apr. 27, totaled 4.5 million square-feet and includes tax-free exchanges at several levels, ground lease structures and a variety of put/call arrangements covering a period of time that could stretch more than 80 years. John DeFrance, Senior Attorney for The Kroger Co., noted “Craig Harmon and his colleagues at McGuireWoods did a fantastic job getting our incredibly complex, multi-layered sale-leaseback transaction across the finish line.” He added, “the McGuireWoods team was thoroughly engaged throughout the process and collaborated seamlessly with Kroger’s Legal, Real Estate and Finance Departments. Their expertise was indispensable, and the results were outstanding.” Green Street’s Real Estate Alert published a story on the nine-figure transaction, calling it the “largest retail-property trade since 2019.” 3D Systems Accelerates Growth with Strategic Transactions McGuireWoods advised 3D Systems Corp. (NYSE: DDD), the leading additive manufacturing (AM) solutions partner, in three strategic transactions as the company positions itself for accelerated growth and profitability. • In its May 6 acquisition of Allevi, Inc., a developer of 3D bioprinters, biomaterials and specialized laboratory software, 3D systems expanded its regenerative medicine initiative by accelerating growth in medical and pharmaceutical research laboratories. • One month later, the company announced its plans to sell its On Demand Manufacturing business to Trilantic North America, a private equity firm. The $82 million sale, which closed Sept. 8, will enable the company to more effectively focus on providing additive manufacturing solutions for applications in growing markets that demand high-reliability products. • 3D Systems sought to further drive the adoption of AM in production environments with its cross-border acquisition of Oqton , a software company that is a leader in the creation of a new breed of intelligent, cloud-based Manufacturing Operating System (MOS) platform. McGuireWoods lawyers are proud to contribute to 3D Systems’ four-phase initiative to reorganize, restructure, divest non-core assets and invest for accelerated growth. Cronos Group $110.4M Investment in PharmaCann In an investment capitalizing on the rapid growth of the U.S. cannabis market, McGuireWoods advised Cronos Group, an innovative cannabinoid investment company based in Canada, in its $110.4 million strategic investment in PharmaCann , one of the largest privately held and vertically integrated cannabis multistate operators in the United States. The portfolio of Cronos Group — a Canada-based, publicly traded cannabinoid company with international production and distribution across five continents — includes a global wellness platform, adult-use brands and U.S. cannabidiol (CBD) brands. The company is committed to building groundbreaking intellectual property by advancing cannabis research, technology and product development. 20 M&A SPOTLIGHTWith six production facilities and 23 dispensaries operating across six limited license states, PharmaCann is one of the nation’s largest privately held and vertically integrated cannabis companies, providing safe, reliable and high-quality products to the medical and adult-use markets. Brink’s Acquires Largest Privately Owned Provider of ATM Services in the U.S. A McGuireWoods deal team advised The Brink’s Company (NYSE: BCO) on its $213 million acquisition of PAI, Inc., the largest privately held provider of ATM services in the United States. The deal closed Apr. 6. PAI offers a full range of managed services and tools for ATM owner-operators and PAI-owned ATMs, including its SaaS-based technology platform (AMP+), which maximizes ATM network performance and provides real-time visibility. The acquisition provides Brink’s with a platform of proprietary ATM services and more than 100,000 ATM locations in the United States and helps Brink’s advance its corporate strategy to offer ATM solutions integrated with other Brink’s solutions to provide complete, end-to-end cash management. Brink’s is the global leader in total cash management, route-based secure logistics and payment solutions. Wasserman Grows Global Family of Agencies and Brands, and Expands Expertise In the last year, McGuireWoods lawyers helped Wasserman , a leading global sports marketing and talent management agency, successfully close five transactions as it seeks to transform the world’s most iconic brands, businesses and careers. • In early April, Wasserman acquired Riddle & Bloom, a specialized “Ideas and Access” agency that helps clients understand and thoughtfully market to the next generation of consumers: college students, high schoolers, and young professionals. The deal places Wasserman at the center of the college marketplace with a direct line to 1000+ schools and 13+ million students in the U.S. and Canada. • Later in April, Wasserman completed a Series A investment in Meadowlark Media, an emerging content supplier formed by former ESPN analysts Dan Le Batard and John Skipper. • In July, Wasserman continued its push into the NHL with the cross-border acquisition of Points West Sports & Entertainment, Inc., an agency that represents 25 NHL players. • In August, Wasserman, together with professional rally car driver Ken Block, sold automotive lifestyle brand Hoonigan to Wheel Pros. • In a deal that closed Dec. 31, Wasserman acquired The Montag Group , a preeminent media agency known for representing talented sportscasters, including Bob Costas, Jim Nantz and Dick Vitale, adding world-class executives, agents and services to support its clients across all stages of their careers. Over many years, McGuireWoods has advised Wasserman on numerous strategic acquisition and disposition transactions, including several cross-border acquisitions. 21 M&A SPOTLIGHTVertex Acquires LCR-Dixon to Expand Global Tax Automation Portfolio McGuireWoods advised LCR-Dixon Corp. , a specialized expert in SAP technologies and leading provider of tax intelligence solutions, in its sale to Vertex, Inc. (Nasdaq: VERX), a global provider of tax technology solutions. The transaction closed Sept. 22. LCR-Dixon’s tools enhance a customer’s ability to maintain, analyze and validate tax data in procure- to-pay as well as order-to-cash and its solutions are purpose-built to simplify tax complexity in SAP environments. The combination of LCR-Dixon’s unique suite of solutions with Vertex tax technology delivers an incomparable value to their customers who need to manage complex global compliance requirements. Cleveland Biolabs Completes Merger with Cytocom On Jul. 27, McGuireWoods helped client Cleveland BioLabs Inc. (Nasdaq: CBLI), a biopharmaceutical company developing novel approaches to activate the immune system, close its all-stock merger agreement with Cytocom, a private biopharmaceutical company creating next-generation therapies that focus on immune homeostasis. Prior to the closing, Cleveland BioLabs had a market capitalization of approximately $75 million, based on recent trading prices. The combined company, known as Cytocom Inc., continues to trade on the Nasdaq, and the former stockholders of the private company hold a majority position in the combined company. The combined company will work to advance its late-stage clinical programs and expand what it believes to be one of the largest toll-like receptor platforms in the industry. Markel Ventures Grows Family of Companies with Acquisitions McGuireWoods represented Markel Ventures Inc., a subsidiary of Markel Corp. (NYSE: MKL), in two acquisitions as it grows its diverse family of businesses operating outside the insurance marketplace. Most recently, Markel Ventures acquired a majority stake in Metromont LLC , one of the largest precast concrete manufacturers in the Southeast and mid-Atlantic regions, serving general contractors in the construction of data centers, warehouses, multifamily residential structures, parking decks, and other commercial and industrial structures. Earlier in the year, Markel Ventures successfully closed its acquisition of a majority stake in CPB, Inc. (doing business as Buckner Heavylift), a family-owned operator of one of the world’s largest crane rental fleets by total lifting capacity. The Markel Ventures companies all operate with a high degree of autonomy, maintain strong balance sheets, and share common values which contribute to long-term success. 22 M&A SPOTLIGHTPRIVATE EQUITY INVESTMENTS Assured Healthcare Partners Forms Partnership with Cardiovascular Health Clinic McGuireWoods advised healthcare investor Assured Healthcare Partners (AHP) in its partnership with Cardiovascular Health Clinic (CHC) to form Cardiovascular Health Partners, a provider of heart and vascular care in the Central and Southern United States. The deal was announced Nov. 15. AHP provides capital to support growth, consolidation, and repositioning opportunities in the healthcare services industry. CHC is one of the largest independent providers of heart and vascular services in Oklahoma. The partnership will help CHC expand its services in Oklahoma and throughout the South. Firm lawyers also advised AHP and its portfolio companies National Healthcare Partners and DeliverHealth Solutions in several add-on acquisitions in 2021. Falfurrias Capital Partners Closes Flurry of Investments In the last 12 months, deal teams across McGuireWoods offices and practices represented longtime private equity client Falfurrias Capital Partners (FCP) in 10 transactions, including three equity investments and six add-on acquisitions and one exit. • On Sept. 28, FCP announced it acquired Local Hive Honey, one of the United States’ leading brands of honey. The deal continues FCP’s “Industry First” method of identifying markets — like packaged foods — with significant and durable growth potential. • Weeks earlier, on Sept. 7, FCP closed its latest, oversubscribed lower middle-market private equity fund, Falfurrias Capital Partners V, at $850 million in investors commitment, the largest fund McGuireWoods has helped form. • FCP invested in Training the Street , the world’s leading provider of educational resources for financial professionals, in a deal announced Jun. 21, and has since added AMT Training to the platform. The private equity firm identified training and education as an attractive market over a decade ago, and since that time, those secular forces have only accelerated. McGuireWoods also represented FCP in successfully exiting its investment in Marquis Software and advised its portfolio companies Sauer Brands, a maker of condiments and seasonings, in its add- on acquisition of Mateo’s Gourmet; Ballast Research, a business intelligence platform supporting reputation management initiatives for Fortune 500 customers, in its add-on acquisitions of Hamilton Place Strategies and Alva Reputation; and SixAxis, a leading manufacturer of safety products, in its add-on acquisition of Upside Innovations. 23 M&A SPOTLIGHTTrinity Hunt Partners Invests in SpineOne, Forms MSO In a deal closed Dec. 30, McGuireWoods assisted Trinity Hunt Partners, a growth-oriented middle- market private equity firm, in its partnership with SpineOne, a Colorado-based leading provider of interventional pan management services. SpineOne represents Trinity Hunt’s initial investment as part of a strategy to pursue affiliations with leading, independent interventional pain management practices across the United States and create a market leader. In connection with the partnership, Trinity Hunt formed a new management services organization (MSO) which will provide SpineOne with best-in-class support services allowing its team of physicians to deliver the highest quality patient care at a greater scale. Earlier in the year, with McGuireWoods help, Trinity Hunt Partners launched Unity MSK, a musculoskeletal practice management platform, through partnerships with Los Angeles Orthopaedic Surgery Specialists and Northwest Extremity Specialists. EXITS Summit Park Exits Investment in Fast Growing Trees McGuireWoods advised longtime private equity client Summit Park in the sale of its portfolio company, Fast Growing Trees (FGT) , to Berkshire Partners. Cove Hill Partners participated in the transaction as a minority investor. The transaction closed in Sept. 2021. Headquartered in Charlotte, Summit Park invests in lower middle-market consumer, services and industrial growth businesses. FGT is a leading e-commerce direct-to-consumer provider of trees, shrubs and live goods. McGuireWoods represented Summit Park in its initial investment in FGT in February 2018 and FGT’s add-on acquisition of The Planting Tree in July 2021. During Summit Park’s ownership of FGT, the company more than quadrupled revenue and EBITDA. In the last months of 2021, McGuireWoods also helped Summit Park in its recapitalization of Ledge Lounger Inc., a creator and branded leader of swimming pool furniture and accessories for homes and resorts around the world. Additionally, McGuireWoods advised portfolio company Aspirent Consulting, a professional services firm providing a full suite of management and technology consulting services focused on data and analytics, in its add-on acquisition of Saxony Partners, a leading technology services firm. Align Capital Successfully Exits Three Investments McGuireWoods represented Align Capital Partners (ACP), a private equity firm with offices in Dallas and Cleveland, in successfully exiting three of its investments during 2021 as well as in several other significant transactions. • ACP sold its environmental testing and compliance platform Alliance Technical Group (ATG), a leading provider of source testing, emissions monitoring and analytical services, to Morgan Stanley Capital Partners, a leading middle-market private equity platform, in a deal announced Jul. 20. Since ACP’s initial investment in 2016, ATG has achieved transformational growth, completing 11 add-on acquisitions, expanding into four new service lines and growing its revenue by more than 600%. 24 M&A SPOTLIGHT• On Sept. 15, ACP announced its $255 million sale of Pleatco Filtration (Pleatco) , a leading aftermarket-focused manufacturer of highly-engineered clean air and pool and spa water filtration technologies, to Pentair plc (NYSE: PNR), a UK-based leading provider of water treatment and sustainable solutions. ACP acquired Pleatco in 2017 and, during the course of the partnership, helped it to more than double its revenue and increase headcount significantly. • Quarterhill Inc. (TSX: QTRH), a growth-oriented company in the Intelligent Transportation Systems and Intellectual Property licensing industries, announced on Aug. 16 it entered into a definitive agreement to acquire 100% of the outstanding equity in Electronic Transaction Consultants (ETC), a leading provider of tolling and mobility systems, from ACP for a total cash consideration of $120 million. McGuireWoods also represented ACP in its Dec. 2021 investment in We Are Rosie and advised several of its portfolio companies in add-on acquisitions throughout the year. Sverica Sells Women’s Health USA to Unified Women’s Healthcare McGuireWoods advised Sverica Capital Management LP (Sverica) , a private equity firm, and Women’s Health USA (WHUSA), a national leader in the women’s health sector, in the sale of WHUSA to Unified Women’s Healthcare, a leading practice management platform in women’s healthcare backed by Altas Partners, funds managed by the Private Equity Group of Ares Management Corporation, and Oak HC/FT. The deal was announced Aug. 26. Sverica acquired a majority interest in WHUSA from its founder in 2017. Since then, WHUSA has transformed from a managed service organization primarily serving one customer in a single market to a national leader in women’s health with more than 600 providers across seven states. PORTFOLIO WORK Thrive Grows NextGen Platform with Four Acquisitions McGuireWoods represented Thrive, a leading provider of NextGen managed services and a portfolio company of private equity firm Court Square Capital Partners, in four add-on acquisitions that significantly expanded Thrive’s geographic reach and enhanced its Next Generation Technology platform • On Jan. 21, Thrive announced its acquisition of APEX IT Group, a leader in IT technology managed solutions for companies in the Greater Philadelphia region, deepening the company’s Mid-Atlantic presence. • Two months later, on Mar. 1, Thrive acquired Howard Tech Advisors, a leading provider of managed IT services, technical support, help desk and cloud services and security enhancing its NextGen technology platform, including ServiceNow, automation and AI solutions. • On Jun. 30, Thrive acquired S7 Technology Group, an information technology services provider to the financial services industry, strengthening the company’s financial services practice, particularly in New York. • On that last day of the year, Thrive closed its acquisition InCare Technologies , a nationally recognized information technology managed services provider, extending its NextGen cloud and cybersecurity managed services platform to clients in the South. McGuireWoods has helped Thrive successfully close seven add-on acquisitions in the last two years. 25 M&A SPOTLIGHTMobile Communications America Bolsters Platform with Nine Acquisitions McGuireWoods represented Mobile Communications America (MCA) , one of the largest Motorola Solutions channel partners and a leading provider of technology solutions and services, in adding nine full-service communication service and solutions providers to its platform. The additions of All Points Communications of Austin, L.P., ComSource, Inc., CooperCraft Communications, Inc. , Dalton S.M.R., Inc. , Jackson Purchase Two-Way Radio Service, Inc. , Lord and Company Technologies, Inc., Madel Enterprises, LLC, Mobile Communications Service of Bowling Green, Inc. and Two-Way Radio Incorporated expand MCA’s footprint in Georgia, Kentucky, Michigan, Texas and Virginia. Today, more than 65,000 customers trust MCA to provide wireless communication solutions for a safe, secure, and more efficient workplace. Since advising private investment firm WJ Partners in its 2013 acquisition of MCA, firm lawyers have represented MCA in more than 35 add-on acquisitions and advised on its 2019 sale to Sentinel Capital Partners. HOPCo Grows National Platform with Acquisitions McGuireWoods advised Healthcare Outcomes Performance Company (HOPCo), the recognized leader in comprehensive musculoskeletal care delivery, management and value creation, as it continued to grow its national network of partners in 2021. HOPCo bolstered its presence in Florida by acquiring Orthopaedic Associates of St. Augustine and Center for Bone and Joint Surgery of the Palm Beaches, P.A. and in Nevada through partnerships with Spine Nevada and Tahoe Fracture & Orthopedic Medical Clinic . In 2019, Linden Capital Partners and Audax Private Equity joined Frazier Healthcare Partners as investors in HOPCo. Today, HOPCo’s network includes 40+ MSK practice partners, 40+ MSK value- based care programs and 50+ health system and hospital partners. The company provides turn-key solutions for leading national health systems to disrupt and transform their musculoskeletal care programs. INDEPENDENT SPONSOR TRANSACTIONS PirTano Acquired by Rising Point Capital McGuireWoods represented Rising Point Capital , a Chicago-based independent sponsor, in its acquisition of PirTano Construction Company, Inc. (PirTano), a multi-dimensional construction company. The transaction closed on May 28. PirTano has established itself as the leading underground contractor serving a wide variety of customers in the sewer and water and telecommunications sectors. Rising Point Capital’s investment will help scale the company, enhance operations and advance its long-term goals. This is the third deal McGuireWoods lawyers have handled for Rising Point Capital. In 2020, the independent sponsor acquired Conoco Services, an industrial cleaning and repair services company. The transaction was named runner-up for Industrial, Power & Infrastructure Deal of the Year by The Associate for Corporate Growth Houston. 26 M&A SPOTLIGHTCompass Group Equity Partners Invests in Spinal Implant Distributor McGuireWoods advised Compass Group Equity Partners (Compass Group), a Missouri-based independent sponsor, in connection with multiple buy- and sell-side transactions over the past year. Firm lawyers represented Compass Group in its Jun. 26 investment in New Age Medical , a leading value-add distributor of spinal implants and orthopedic products to ambulatory surgery centers, hospitals and hospital systems throughout the Midwest. Through the strategic partnership, New Age Medical is well-positioned to advance its goals of growing its platform nationally while delivering exceptional value to its stakeholders. Compass Group was profiled in The St. Louis Business Journal’s 2021 Top 10 list of the region’s 50 fastest-growing private companies, ranked by revenue. LP First Capital LLC, RLJ Equity Form Flow Service Partners Through Recapitalizations McGuireWoods represented LP First Capital LLC , a Texas-based independent sponsor, in its recapitalization of three companies to form Flow Service Partners , a leading provider of essential services, including heating, ventilation, air condition and refrigeration (HVACR) and plumbing services in the Southeast and Mid-Atlantic states. LP First Capital partnered with RLJ Equity Partners, a private equity firm, in a series of transactions starting in February. The investment by LP First Capital and RLJ Equity Partners will support Flow Service Partners’ long- term strategy of executing add-on acquisitions, adding scale and building a leading commercial HVACR and plumbing platform in the U.S. In 2020, McGuireWoods advised LP First Capital in its partnership with Centre Partners, a leading middle market private equity firm, to form United Land Services, a platform building a landscaping service in the Southeast, and in several subsequent add-on acquisitions of landscaping companies. 27 M&A SPOTLIGHTMcGuireWoods Represents Financial Advisors in 15 Deals Worth $10+B McGuireWoods represents some of the world’s largest investment banks and financial advisory firms, as well as top middle market firms and premier boutiques, in connection with M&A transactions. Over the last year, our lawyers advised financial advisors in 15 M&A transactions with an aggregate value exceeding $10 billion. A few notable deals are listed below. • Representation of BMO Capital Markets Corp. as financial advisor to American Zinc Recycling LLC, a leading provider of environmental services to the U.S. steel industry, in the $450 million sale of its recycling assets to Befesa S.A., a Luxembourg-based company specializing in in collection and recycle of steel dust and aluminum residues, as well as provision of other related services and logistics. The deal was announced on Jun. 16. • Representation of Robert W. Baird as financial advisor to ManpowerGroup (NYSE: MAN), the leading global workforce solutions company, in its $925 million acquisition of ettain group, one of the largest privately held IT resourcing and services provides in North America, from A&M Capital Partners, a private equity firm. The deal closed Oct. 1. • Representation of Raymond James & Associates Inc. as financial advisor to SouthState Corp. (Nasdaq: SSB), a Florida-based financial services company, in its $542 million merger with Atlantic Capital Bancshares, Inc. (Nasdaq: ACBI), a bank holding company headquartered in Georgia. The deal was announced Jul. 23. Over the past 10 years, our financial advisory lawyers have assisted clients with well over $100 billion in M&A transactions. Other major financial advisory clients include Stifel, Nicolaus & Co., B. Riley Financial, Houlihan Lokey, Duff & Phelps, a Kroll business, and Stout and Oppenheimer & Co., among many others. FINANCIAL ADVISORY M&A 28 M&A SPOTLIGHTAtlanta • Austin • Baltimore • Charlotte • Charlottesville • Chicago • Dallas • Jacksonville • Houston • London • Los Angeles – Century City • Los Angeles – Downtown • New York • Norfolk • Pittsburgh • Raleigh • Richmond • San Francisco • Shanghai • Tysons • Washington, D.C. 1,100 lawyers | 21 offices | www.mcguirewoods.com CLIENT SERVICE A-TEAM, BTI CONSULTING McGuireWoods is setting — and raising — the standard for what clients expect from law firms. Next >