John C. Partigan

What do you focus on?

My focus is on helping our clients achieve their goals, by efficiently and effectively structuring and executing on transformative transactions, including acquisitions, dispositions, debt or equity financings, initial public offerings, joint ventures and strategic alliances.

Mergers & Acquisitions

I enjoy working with clients in a wide variety of industries and on transactions of all shapes and sizes. I recently represented Gannett Co., Inc. on its $1.8 billion acquisition of the 73% membership interest in Cars.com that it did not already own. This significant digital media acquisition followed our work with Gannett on its recent acquisitions of Belo Corp ($2.2 billion in 2013) and London Broadcasting ($215 million in 2014), which doubled Gannett’s broadcast television portfolio. By contrast, during 2014, I also represented the shareholders of J.M. Waller Associates, Inc., a Service Disabled Veteran Owned Business, on the sale of their stock to Versar, Inc. (NYSE MKT: VSR) for $13 million, and during 2015, I represented TEGNA Inc. on the disposition of two digital media properties and the acquisition of additional broadcast television assets. I recently represented Cars.com on its acquisition of Dealer Rater and TEGNA Inc. on multiple strategic investments.

Capital Markets

I have recently represented issuers of high-grade and high-yield debt securities, in Rule 144A and Regulation S distributions, exchange offers, tender offers and consent solicitations, involving over $4.2 billion. These financings are often completed in conjunction with merger and acquisition transactions. I have also recently represented a venture capital fund on an initial public offering of its portfolio company and two sales of portfolio companies, including a registered resale of two million shares of common stock of the buyer received in the sale transaction.

What do you see on the horizon?

Increased merger and acquisition activity, particularly among strategic buyers, as the debt capital markets continue to be strong.

Public Offerings

• 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.
• 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.
• 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.
• 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 U.S. under Rule 144A by Gretag Imaging Holding AG, a Switzerland stock corporation.
• 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.
• Gannett Co., Inc., on its $675 million offering of debt securities by Citigroup and J.P. Morgan; its $1.25 billion offering of debt securities by J.P. Morgan and Citigroup; its $600 million offering of debt securities by J.P. Morgan and Citigroup; its $500 million offering of debt securities by BofA Merrill Lynch and J.P. Morgan; its $500 million offering of debt securities by J.P. Morgan and Citi; and its $1.8 billion offering of debt securities by Banc of America Securities, Barclays Capital and J.P. Morgan.
• 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.
• 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.
• Sofinnova Capital as a selling shareholder in connection with the initial public offering of portfolio companies Omthera Pharmaceuticals, Inc., Authentec Inc. and VistaPrint Limited.
• Sofinnova Partners and other selling shareholders of Clovis Oncology in connection with the registered resale of two million shares of common stock of Clovis at $57.50 per share underwritten by J.P. Morgan.

Mergers & Acquisitions

• ACC Corp. in connection with a Registration Statement/Proxy Statement on Form S-4, in connection with the $1 billion sale of ACC Corp.
• Cars.com on its acquisition of DealerRater.com, a provider of subscription-based software products to automobile dealers in the U.S. and Canada to manage their consumer reviews.
• Choice One Communications Inc. in connection with a $494 million Non-hostile Tender Offer/Merger Transaction with U.S. Xchange, Inc.
• Consortium of Eight Leading Media and Publishing Companies on the acquisition of Travidia Inc., a provider of online shopping solutions, including the website FindnSave.
• Gannett Co., Inc., on its $2.2 billion merger with Belo Corp., increasing the size of its broadcast television business from 23 to 43 stations; and the related divestitures of television stations KMOV-TV in St. Louis, Missouri, and KTVK-TV and KASW-TV in Phoenix, Arizona to Meredith Corporation (NYSE: MDP) for $407.5 million in cash.
• Gannett Co., Inc., on its $215 million acquisition of six broadcast television stations in Texas owned by London Broadcasting, a portfolio company of private equity firm SunTX Capital.
• Gannett Co., Inc., on its $1.8 billion acquisition of Cars.com, the second largest automobile classified website in the U.S.
• Gannett Co., Inc., on its acquisition of the remaining 59.36% interest in the Texas-New Mexico Newspapers Partnership that it did not own from Digital First Media.
• Gannett Co., Inc., on its acquisition of digital media properties, including BLiNQ Media, HighSchoolSports.net, Rovion, X.com and Ripple6.
• Gannett Co., Inc., in connection with its acquisition of 19 daily newspapers from Thomson Newspapers, Inc. for $1.036 billion.
• Gannett Co., Inc., in connection with its purchase of a controlling membership interest in CareerBuilder, LLC from Tribune Company.
• Gannett Co., Inc., in connection with the sale of its cable television business to Cox Communications, Inc. for $2.7 billion.
• Gannett Co., Inc., in connection with over 20 strategic investments in or acquisitions of emerging technology and digital media companies.
• 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.
• Gannett Co., Inc., in connection with the sale of Gannett Healthcare Group to OnCourse Learning, a portfolio company of CIP Capital.
• Gannett Co., Inc., in connection with the sale of the Honolulu Advertiser and related publications to Oahu Publications, Inc.
• Gannett Co., Inc., in connection with its $180 million acquisition of television station WATL-TV in Atlanta from Tribune Broadcasting.
• Griffin Technology Incorporated in connection with the cash tender offer of $18 million by Diebold Incorporated and subsequent short-form merger.
• PSEG Power on its acquisition of a 400 MW natural gas and oil-fired generating facility in New York State.
• PSINet, Inc., in connection with the sale of PSINet Transaction Solutions, Inc., to an affiliate of GTCR Golder Rauner, LLC for $285 million.
• 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.
• Shareholders of J.M. Waller Associates, Inc., a Service Disabled Veteran Owned Business, on the sale of their stock to Versar, Inc. (NYSE MKT: VSR) for $13 million.
• Sofinnova Partners on the sale of its portfolio company Ethical Oncology Science S.P.A. to Clovis Oncology (NASDAQ: CLVS) for shares of common stock of Clovis, cash and CVRs relating to future drug development (total consideration of $225 million plus CVRs with a value up to 115 million (euros) and $115 million); and on the sale of its portfolio company Omthera Pharmaceuticals, Inc. to Astra Zeneca PLC for cash and CVRs (total consideration in excess of $200 million).
• TEGNA Inc., on its sale of Point Roll, Inc. to Sizmek, Inc.
• TEGNA Inc., on its acquisition of three television stations from Sander Media LLC which had been serviced under shared services and similar arrangements.
• TEGNA Inc., on its sale of Clipper Magazine LLC and its subsidiary to Valassis Direct Mail, Inc., a portfolio company of MacAndrews & Forbes Incorporated.
• TEGNA Inc., on its sale of ShopLocal, LLC, a company engaged in the business of digitizing local circular information for retailers and brands, to Liquidus Marketing, Inc.
• TEGNA Inc., on its sale of Sightline Media Group, LLC, publisher of the Army Times, Military Times and other print and digital publications, to a subsidiary of Regent Companies, LLC.
• TEGNA Inc. and the other owners of Wanderful Media LLC on its sale to OwnLocal Inc.
• UK2 Net Limited on its acquisition of the Web hosting business of MidPhase Services, Inc.
• USA TODAY Sports Media Group on its acquisition of the assets of Fantasy Sports Ventures, Inc., including the website BigLeadSports.

Presentations

• “Emerging Issues and Key Trends in M&A for 2018,” LexisNexis Webinar, January 30, 2018
• “M&A Indemnification Deal Terms: 2017 Survey Results,” Strafford Publications Webinar, December 13, 2017 and January 25, 2018
• “MAC Clauses and Indemnification Provisions in M&A Deals,” Strafford Publications Webinar, March 1, 2017
• “Reporting Under the Exchange Act,” Practicing Law Institute, 2016
• “MAC Clauses in M&A Deals: Negotiation and Drafting Best Practices,” Strafford Publications Webinar, March 2015
• “Exploring Innovative Financing,” Wall Street Unplugged, New York, July 2011

Articles

• “Going Public Without An IPO,” The Review of Securities & Commodities Regulation, September 19, 2018
• “Key Findings from 2017 Survey of M&A Indemnification Deal Terms,” INSIGHTS, December 2017
• “SEC opinion reiterates strict position on general solicitations and affirms FINRA action against placement agent,” Nixon Peabody LLP Securities Law Alert, April 28, 2017 
• Testimony before the U.S. Subcommittee on Securities, Insurance and Investment, Hearing on Capital Formation and Reducing Small Business Burdens, in support of S. 576, which would amend SEC Rule 701 (March 24, 2015)
• “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