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Edwin C. Pease
Partner
Corporate

 

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Biography

Mr. Pease is a member of the Corporate Department, and the co-chair of the Emerging Technologies practice. His emerging company practice focuses on the representation of growth companies operating in high technology industries at all stages of development in a general counsel capacity. He concentrates his practice on corporate finance, mergers and acquisitions, , venture capital financings, complicated commercial transactions including licensing and strategic partnerships and securities law compliance.

Mr. Pease has considerable experience representing public company clients in a broad range of matters ranging from compliance with ongoing reporting requirements and Sarbanes-Oxley compliance, to analyzing and implementing anti-takeover measures as well as a number of other matters affecting public companies and their officers and directors.

Additionally, Mr. Pease represents both corporate clients and creditors in restructuring transactions, 363 asset sales, and recapitalizations.

As part of Brown Rudnick’s Cleantech Team, Mr. Pease is also part of collaborative, cross-disciplinary initiatives to assist clients in this evolving sector.

Mr. Pease was formerly associated with the law firm of Testa, Hurwitz & Thibeault, LLP in Boston.

Representative Matters

Emerging Growth Companies

• Representing Sermo, Inc., a social networking community for physicians. To date Sermo has received more than $35 million in venture capital financing and has entered into several critical affiliation agreements.

Other Representative Clients:
• Resolvyx Pharmaceuticals, Inc.
• Brightcove, Inc.
• Silverback Technologies, Inc.
• Extraction Systems, Inc.

Mergers & Acquisitions

• Represented Hologic, Inc. (Nasdaq) in $6.2 billion merger with Cytyc Corporation, $600 million tender offer acquisition of Third Wave Technologies, Inc., $220 million acquisition of R2 Technology, Inc., $240 million acquisition of Suros Surgical Systems, Inc., $80 million acquisition of BioLucent, Inc. and $35 million acquisition of Fischer Imaging Corp.

• Represented Ionics, Inc. in $1.1 billion sale to General Electric Co.

• Represented Ionics, Inc. in $335 million purchase of the Ecolochem, Inc. and its subsidiaries

• Represented Foster-Miller, Inc. in spin off of assets relating to its Department of Defense-Small Business Innovation Research business

• Represented Sand Video, Inc. in $75 million sale to Broadcom Corp.

• Represented an investment consortium of private foundations and universities in $72 million purchase of a direct interest in the management company of a multi-fund money management firm

• Represented Astral Point Communications, Inc. in $135 million sale to Alcatel

• Represented private investors in $17 million acquisition of a portfolio of trademarks and licensing arrangements and formation of investment partnership

Corporate Finance Transactions

• Represented American Railcar Industries, Inc. in $275 million private offering of debt securities and subsequent exchange of private debt securities in registered offering

• Represented Great Canadian Gaming Corp. in $170 million private offering of debt securities

• Represented Equilease, Inc., a Norwalk, Connecticut based equipment leasing company, in a $20 million subordinated debt and equity financing transaction

• Represented Evergreen Solar, Inc. in two PIPE financing transactions responsible for raising an aggregate of $40 million

Public Company Representation

• Hologic, Inc. (Nasdaq) – A leading developer, manufacturer and supplier of premium diagnostic and medical imaging systems dedicated to serving the healthcare needs of women

• Cambridge Technology Partners (Acquired by Novell, Inc.) (Nasdaq) – Represented this information technology consulting firm until its acquisition by Novell

• Candela Corp. (Nasdaq) – Manufacturer and distributor of medical and cosmetic lasers and related systems

• Evergreen Solar, Inc. (Nasdaq) – Developer and manufacturer of photovoltaic modules for solar electric systems

• Ionics, Inc. (NYSE) – Global leader in desalination, water reuse & recycling, and industrial ultrapure water services

• MatrixOne, Inc. (Nasdaq) – Global leader in delivering collaborative product lifecycle management solutions

• Open Text Corp. (Nasdaq) – Canadian software company producing collaboration and content management services

Venture Capital/Subordinated Debt Financing Transactions

Negotiated private placement transactions on behalf of the following investors:

• Atlas Venture
• Balderton Capital Management
• Amadeus Capital Partners
• Accel
• 3i Group
• Frazier Healthcare
• Andlinger & Company
• New Enterprise Associates
• Globespan Capital Partners
• IDG Ventures
• .406 Ventures
• Salix Ventures
• Delta Partners
• Atila Ventures
• Capital Resource Partners
• Kodiak Ventures
• T. Rowe Price Threshold Funds
• Flagship Ventures
• Concord Ventures
• Rho Capital
• Longworth Venture Partners
• Sierra Ventures

Other Significant Transactions & Experience

• Represented the European Bank for Reconstruction and Development in structuring of carbon emissions credit trading fund

• Represented Official Committee of Equity Security Holders in multi-billion bankruptcy restructuring of Mirant Corp.

• Represented Official Committee of Equity Security Holders in bankruptcy liquidation of Riverstone Networks, Inc.

• Represented Ad-Hoc Committee of Equity Security Holders in bankruptcy restructuring of Owens-Corning

• Represented major restaurant chain in restructuring transaction

• Represented Term A Lenders in credit bid participation in 363 sale of Norwood Promotional Products

• Represented foreign investor in $20 million private placement in solar power business

• Represented Dolphin Entertainment in debt and equity film slate financing transaction

• Represented Elk Horn Coal Company in restructuring transaction

Bar Admissions & Memberships
• Admitted, Massachusetts Bar
• Member, Boston Bar Association

 

   
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