Stephen M. Leitzell

Mergers and Acquisitions

• US Ecology, Inc. in connection with its sale to Republic Services Inc. and its stock-for-stock merger with NRC Group Holdings Corp.
• Select Medical Corporation in its: acquisition (as part of a joint venture with Welsh, Carson, Anderson & Stowe) of Concentra, Inc. from Humana Inc.; and the subsequent combination of Concentra, with U.S. HealthWorks, Inc., a subsidiary of Dignity Health; acquisition of Physiotherapy Associates Holdings Inc.; purchase of Regency Hospital Company, L.L.C.; and many other M&A transactions and investments.
• B&G Foods, Inc. in its: acquisition of the Jolly Green Giant and Le Sueur brands; acquisition of Robert's American Gourmet Food, LLC, maker of Pirate's Booty, and its eventual sale to The Hershey Company; acquisition of Specialty Brands of America, Inc.; its acquisition of Rickland Orchards LLC; acquisition of the spices and seasonings business of ACH Food Companies, Inc.; acquisition of Back to Nature Foods Company, L. L.C. and its subsequent sale to Barilla America; acquisition of Clabber Girl Corporation; acquisition of Victoria Fine Foods Holding Company; acquisition of the McCann's brand of premium Irish oatmeal; its acquisition of Farmwise LLC; and its acquisition of the Crisco® brand of oils and shortening from The J.M. Smucker Co. and other transactions.
• Turtle Beach Corporation in its acquisition of Performance Designed Products, a top gaming accessories provider.
• Emtec, Inc. in its sale to Kelso & Company, as well as its restructuring and numerous acquisitions and joint ventures.
• Baird Medical Investment Holdings Limited in its pending de-SPAC business combination with ExcelFin Acquisition Corp. (NASDAQ: XFIN), a publicly traded Special Purpose Acquisition Company.
• MiddleGround Capital, a private equity sponsor, on a going private merger with L.S. Starrett Company, a leading manufacturer of premium precision tools, cutting equipment and metrology systems.
• Actua Corporation, formerly known as ICG Group, Inc., in its: sale of VelocityEHS Holdings, Inc., a leading EHS software company, and BOLT Solutions, Inc., Actua’s online insurance service platform, to CVC Growth Fund; purchase of FolioDynamix and its eventual sale to Envestnet, Inc.; sale of Procurian, Inc. to Accenture plc; and the sale of Channel Intelligence to Google, Inc.
• CVC Capital Partners as the lead investor in a consortium that is sponsoring the proposed combination of Worldwide Express, LLC and GlobalTranz Enterprises, LLC to create an industry leader with unique technology capabilities and market-leading solutions for the freight and parcel markets. Other consortium members include GlobalTranz's current lead investors, Providence Equity Partners and PSG, while current Worldwide Express lead investor, Ridgemont Equity Partners, will also retain a significant stake in the combined entity.
• Slinger Bag Inc., a leading connected sports company, on its acquisition of Tel Aviv based PlaySight Interactive Ltd, an AI sports technology company in an all share merger. Slinger trades on the US OTC market.
• OraSure Technologies, Inc. in its acquisition of DNA Genotek and its sale of its cryosurgical business to CryoConcepts LP.
• MWI Veterinary Supply, Inc. in its: sale to AmerisourceBergen Corporation; acquisition of UK-based Centaur Services Limited; purchase of the assets of Micro Beef Technologies, Ltd.; and purchase of the assets of IVESCO Holdings LLC.
• Randstad Holding nv in its cross-border acquisition via tender offer of U.S.-based SFN Group, Inc.
• American Sporting Goods Corporation, the manufacturer of Avia, AND1 and rykä athletic footwear, in its sale to Brown Shoe Company, Inc.
• The Certares-formed investor group in connection with its joint venture with American Express Company for its Global Business Travel division and related investment, which was named Private Equity Deal of the Year by IFLR Americas and Cross-Border M&A Deal of the Year by M&A Advisor; and American Express Global Business Travel (GBT) on numerous M&A transactions including its acquisition of Klee Data System (KDS), a global provider of integrated travel technology.
• One Equity Partners in its acquisition, along with Carlson Companies, of France- based Accor's 50-percent interest in Carlson Wagonlit Travel; and Carlson Wagonlit Travel in its subsequent acquisition of Israel-based Worldmate, Inc.
• Versa Capital Management in its acquisition of Eastern Mountain Sports.
• The Special Committee of the Board of Directors of Westway Group, Inc. in the sale of Westway to EQT Infrastructure II Limited Partnership and the sale of Westway's liquid feed supplement business to ED&F Man Holdings Limited.
• Worldspan, L.P. and its selling stockholders, Citigroup Venture Capital Equity Partners, L.P. and Ontario Teachers Pension Plan, in its sale to an affiliate of Travelport Ltd.

Capital Markets and Financings

• Apollo Debt Solutions BDC in its offering of 6.9% Notes due 2029.
• Blackstone Private Credit Fund in its offering of 6.25% Notes due 2031.
• Teachers Insurance and Annuity Association of America, on behalf of the Real Estate Account, in its offering of 3.24% Series A Senior Notes due 2029, 3.35% Series B Senior Notes due 2032 and 5.50% Series C Senior Notes due 2027.
• Hercules Capital, Inc. in its offering of 6.25% Senior Notes due 2024.
• FS Investment Corporation in its offering of 4.75% Notes due 2022.
• Select Medical Corporation in its: offering of 6.25% senior notes and of additional senior notes; offering of 6.375% senior notes and of additional senior notes; and its initial public offering.
• B&G Foods, Inc. in multiple tranches of its 5.25% Senior Notes and common stock offerings, and its 8% Senior Secured Notes due 2028.
• OraSure Technologies, Inc. in its public offering of common stock.
• US Ecology, Inc. in its follow-on public offering of common stock.
• MWI Veterinary Supply, Inc. in its initial public offering and subsequent secondary offerings of common stock.

• Capital Markets: Global Offerings — The Legal 500 US
  
• Capital Markets: High-Yield Debt Offerings — The Legal 500 US
  
• Highly Regarded: M&A — ILFR1000
• 2022 GROW Honoree — The Grayson School
• "Lawyer of the Year" Finalist — TrustLaw Awards 2019

• Fortune Favors Preparation: Lessons from 2023 and Preparing for Shareholder Activism Tomorrow — Dechert LLP, Corporate Governance Symposium (February 27, 2024)
• New SEC Beneficial Ownership Reporting Rules: Shorter Deadlines, Guidance on "Groups," Cash-Settled Derivatives — Strafford Webinar (December 14, 2023)
• Risky Business: Navigating ESG Risk and Opportunities in Middle Market Deals — The 2nd Annual West Coast M&A/Private Equity Forum (September 28, 2023)
  
• BioDech: A Global Life Sciences Broadcast Series — Dechert LLP, Webinar (March 21, 2023)
• Committed Capital Sidecar | DOJ's Stepped-Up Enforcement Against Interlocking Directorates — Dechert LLP, Webinar (February 9, 2023)
• Global Antitrust Merger Enforcement Trends in Times of Change: 2022 Year in Review — Dechert LLP, Webinar (January 24, 2023)
• Using Representation and Warranty Insurance in M&A Transactions for Strategic Buyers — Pennsylvania Bar Association Business Law Institute (November 16, 2022)
• Rising Tide of ESG: Primer for U.S. Corporate Issuers and Investors Webinar Series - Session One: Core Principles: ESG Five Ws — Dechert LLP, Webinar (October 19, 2021)
• ‘Unfathomable’: Why US investors, regulators are rethinking human capital management disclosures — S&P Global's ESG Insider, Podcast (August 10, 2021)
  
• Using Representation and Warranty Insurance in M&A Transactions for Strategic Buyers — ACC Greater Philadelphia 2021 Virtual In-House Counsel Conference (April 21, 2021)
• Deploying Capital in the Public Market: Take-Privates and PIPEs — Dechert LLP, Podcast (May 8, 2020)
• Regulators Scrutinize Use of "Rule 10b5-1 Trading Plans" by Corporate Directors Affiliated with Investment Advisers — Dechert LLP, Webinar (June 19, 2013)
• The JOBS Act and Impact on the Middle Market — A Presentation to the Taiwanese Delegation, New York, NY (June 13, 2012)

• Chancery Subjects Reincorporation to Entire Fairness,  Delaware Supreme Court Says Not So Fast - Harvard Law School Forum on Corporate Governance (May 22, 2024)
• Preserving Directors’ Business Judgment Despite Encroaching Esg Mandates - The Legal 500 Country Comparative Guides Hot Topic | Environmental, Social and Governance (May 2024)
• Del. Segway Dismissal Suggests Execs Not Liable For Biz Risk - Law360 (February 15, 2024)
  
• Caremark Claim Based on Business Risks Dismissed - Harvard Law School Forum on Corporate Governance (February 5, 2024)
  
• Delaware Court of Chancery Bars Stockholder from Inspecting Books and Records Related to Board’s ESG-Related Decision - Insights: The Corporate & Securities Law Advisor (September 2023)
  
• Stockholder Barred from Inspecting Books and Records Related to Board’s ESG-Related Decision - Harvard Law School Forum on Corporate Governance (July 31, 2023)
• The Developing Litigation Risks from the ESG Backlash in the United States - Harvard Law School Forum on Corporate Governance (July 12, 2023)
• ESG and the Duty of Oversight: A Trojan Horse Attack on the Business Judgment Rule - The Legal 500: Environmental Social and Governance Comparative Guide (May 2023)
  
• Duty To Oversee ESG Risks Would Erode Biz Judgment Rule - Law360 (May 2023)
  
• Representations and Warranties Insurance: No Longer Optional for Strategic Buyers - Deal Lawyers (May-June 2021)