JOHN C. PARTIGAN

John Partigan concentrates his practice in federal securities law matters and mergers and acquisitions. His securities practice includes representing issuers in connection with primary and secondary public offerings of debt and equity securities, including initial public offerings, stock repurchase programs and private placements of debt and equity securities. He is regularly involved in advising clients regarding disclosure requirements under the federal securities laws. Mr. Partigan is the chairman of the firm’s national Securities Practice Group. He is a member of the NASDAQ Listings Qualifications Panel (2004-present). Mr. Partigan’s mergers and acquisitions practice includes public and privately negotiated acquisitions and divestitures in a variety of industries, including digital media, broadcast and cable television, publishing, telecommunications, energy and software.

Representative Mergers and Acquisitions Experience

Mr. Partigan’s experience includes representing Gannett Co., Inc. on its $2.6 billion cash tender offer for and merger with Central Newspapers, Inc., and on its acquisition of HighSchoolSports.net, X.com, BLiNQ Media, Ripple6, WATL-TV and Captivate Networks. He has also represented Gannett in connection with its purchase of additional membership interests in CareerBuilder, Topix and ShopLocal from The McClatchy Company, its acquisition of the partnership interest of Knight-Ridder Newspapers in the Detroit Newspaper Agency, its $2.7 billion disposition of its cable television business and its $1.1 billion acquisition of nineteen daily newspapers from Thomson Newspapers, Inc. He has represented UK2Net Limited on its acquisition of the web hosting business of MidPhase Services, Inc.; PSINet Inc. on its acquisition of internet service providers and its $275 million disposition to GTCR Golder Rauner, LLC of the stock of its transaction processing systems division; Carfax, Inc. on its joint venture in the European Union; PSEG Power on its acquisition of a 400MW natural gas and oil-fired generating facility in New York State; and Choice One Communications, Inc. on its $563 million acquisition of US Xchange.

Representative Securities Experience

• Represented ACC Corp. in connection with a $54 million secondary offering of Class A Common Stock by selling shareholders on Form S-3 pursuant to the exercise of registration rights, underwritten by Morgan Stanley & Co. Incorporated and Wheat First Butcher Singer.
• Represented ACC Corp. in connection with a $59 million public offering on Form S-3 of Class A Common Stock underwritten by Morgan Stanley & Co. Incorporated and Wheat First Butcher Singer.
• Represented ACC Corp. in connection with a Registration Statement/Proxy Statement on Form S-4, in connection with the $1 billion sale of ACC Corp.
• Represented BNY Capital Markets, Inc., in connection with the design of its Rule 10b5‑1 trading program.
• Represented Chicago Baseball Holdings, LLC, in connection with the financing of the acquisition of the Chicago Cubs, Wrigley Field and other assets from Tribune Company for approximately $900 million. We represented the issuer in connection with the structuring and financing of the transaction, including the private placement of $500 million of Senior Secured Notes and Subordinated Notes. The placement agents were Barclays Capital, Bank of America and JP Morgan for the Senior Secured Notes and Galatioto Sports Partners for the Subordinated Notes.
• Represented Choice One Communications Inc. in connection with a $494 million Non-hostile Tender Offer/Merger Transaction with US Xchange, Inc.
• Represented Choice One Communications Inc. in connection with a $165 million IPO of common stock on Form S-1, underwritten by Morgan Stanley Dean Witter, Lehman Brothers, Warburg Dillon Read LLC, First Union Securities Inc. and CIBC World Markets.
• Represented Choice One Communications Inc. in connection with a $200 million private placement of Series A Preferred Stock and Warrants.
• Represented Choice One Communications Inc. in connection with a shelf registration on Form S-3 of $300 million of debt and equity securities.
• Represented Constellation Brands, Inc., in connection with the repurchase of $500 million of its Class A Common Stock.
• Represented Eastman Kodak Company as a selling shareholder, in connection with a global offering of shares on the Swiss Exchange and international private placement in the US under Rule 144A by Gretag Imaging Holding AG, a Switzerland stock corporation.
• Represented Essex Investment Group, Inc., and its affiliated limited partnerships in connection with over 20 real estate syndications under Rule 505 of Regulation D which raised over $30 million.
• Represented Essex Microtel Associates, L.P., Essex Microtel Associates II L.P., and Essex Hospitality Associates III L.P. in connection with three registered “best efforts” offerings of limited partnership units and First Mortgage Notes to fund development of a hotel chain, which raised over $27 million.
• Represented Gannett Co., Inc., in connection with the issuance of $500 million of 6.375% Senior Notes due 2015 and 7.125% Senior Notes due 2018 under Rule 144A and Regulation S, and an amendment and extension of the client’s $2.75 billion revolving credit agreements. The Joint Book-Running Managers were JP Morgan, Citi, Barclays Capital and Mitsubishi UFJ Securities.
• Represented Gannett Co., Inc., in connection with the issuance of $500 million of 8.75% Senior Notes due 2014 and 9.375% Senior Notes due 2017 under Rule 144A and Regulation S, and amendments to the client’s revolving credit agreements and term loan agreement. The Joint Book-Running Managers were BofA Merrill Lynch, JP Morgan, Barclays Capital, Citi and Lloyds.
• Represented Gannett Co., Inc., in connection with the exchange offer for up to $500 million of 5.75% Notes due 2011 for 10% Senior Notes due 2015 and $500 million of 6.3755% Notes due 2012 for 10% Senior Notes due 2016. The Dealer Manager was Citi.
• Represented Gannett Co., Inc., in connection with the cash tender offer for up to $750 million of Floating Rate Notes due 2009. The Dealer Manager was Citi.
• Represented Gannett Co., Inc., in connection with its acquisition of 19 daily newspapers from Thomson Newspapers, Inc. for $1.036 billion.
• Represented Gannett Co., Inc., in connection with its purchase of a controlling membership interest in CareerBuilder, LLC from Tribune Company.
• Represented Gannett Co., Inc., in connection with the sale of its cable television business to Cox Communications, Inc. for $2.7 billion.
• Represented Gannett Co., Inc., in connection with over 20 strategic investments in or acquisitions of emerging technology and digital media companies.
• Represented Gannett Co., Inc., in connection with a $2.6 billion tender offer to acquire any and all Class A Common Stock and Class B Common Stock of Central Newspapers, Inc. and related merger.
• Represented Gannett Co., Inc., in connection with a $1.8 billion public offering of $600 million of 4.950% Notes due 2005, $700 million of 5.500% Notes due 2007 and $500 million of 6.375% Notes due 2012 through Bank of America Securities LLC, Banc One Capital Markets, Inc. and JP Morgan.
• Represented Gannett Co., Inc., in connection with its $791 million stock repurchase program.
• Represented Gannett Co., Inc., in connection with its reorganization of the Detroit Newspaper Agency, a partnership and joint operating arrangement between Gannett and Knight-Ridder Newspapers.
• Represented Gannett Co., Inc., in connection with a public offering of $500 million of 4.125% Notes due 2008.
• Represented Gannett Co., Inc., in connection with the sale of the Honolulu Advertiser and related publications to Oahu Publications, Inc.
• Represented Gannett Co., Inc., in connection with its $180 million acquisition of television station WATL-TV in Atlanta from Tribune Broadcasting.
• Represented Griffin Technology Incorporated in connection with the cash tender offer of $18 million by Diebold Incorporated and subsequent short-form merger.
• Represented Integrated Nanotechnologies, LLC, in connection with $9 million of private placement financings.
• Represented Photon Vision Systems, Inc., in connection with $14 million of venture capital financings.
• Represented PSINet, Inc., in connection with the sale of PSINet Transaction Solutions, Inc., to an affiliate of GTCR Golder Rauner, LLC for $285 million.
• Represented the Special Committee of the Board of Directors of Safety Components International, Inc., in connection with a merger between two corporations majority-owned by affiliates of WL Ross & Co. LLC.
• Represented Sofinova Capital as a selling shareholder in connection with the IPO of VistaPrint Limited.
• Represented Ultralife Corporation in connection with its stock repurchase program.
• Represented WASA International in connection with a $25 million going private transaction.
• Represented Wilmington Trust Company in connection with the design of its Rule 144 blind trust program.

Presentations

• “Exploring Innovative Financing,” Wall Street Unplugged, July 2011, New York

Articles

• “The Emerging Role of Risk Committees,” Corporate Secretary, October 2010
• “Considering Listing on AIM? Consider Risks and Rewards,” Financial Executive, May 1, 2008
• “The Impact Of Section 409a On M&A Transactions,” Mergers and Acquisitions Journal, September 23, 2005
• “Perks—What 2005 Proxy Statements Reveal,” Financial Executive, July/August 2005
• “New Rules Speed Up the Reporting of Deals: Swifter and More Detailed 8-K Filings Address the Real-time Disclosure Obligations Outlined in Sarbanes-Oxley,” Mergers and Acquisitions Journal, September 1, 2004
• “Disclosure of Issuer Repurchases and the New Rule 10b-18,” Securities Regulatory Update, December 8, 2003