David B. Bernsohn

Areas of Practice

• Commercial Finance
• Corporate
• Commercial Lending
• Corporate Finance
• Mergers & Acquisitions
• Private Equity/Venture Capital
• Services for Emerging Businesses/Entrepreneurs
• Services for Investors
• Services for Private Companies

Representative Matters

Mergers and Acquisitions, Private Equity and Venture Capital Transactions and Representations

• Sale of Equity Securities in Reverse Triangular Merger. Represented a provider of electronic clinical documentation and billing workflow solutions for healthcare providers in the sale of 100 percent of its outstanding equity securities in a reverse triangular merger to a wholly owned subsidiary of a publicly traded provider of clinical documentation solutions for healthcare organizations.
• Sale of Industrial Services Provider. Represented a private-equity backed provider of industrial services in a cash sale by way of merger to another private equity backed strategic acquirer for $257 million.
• Merger of Investment Banks. Represented a Los Angeles-based investment bank, and its affiliate, a Los Angeles-based FINRA-registered broker dealer, in their merger-of-equals transaction, structured as an assets-for-equity exchange, with a New York-based investment bank.
• Major Commercial Partnership and Equity Investment. Represented existing preferred stock investor group in a transaction involving a major commercial partnership and separate equity investment in their portfolio company by one of the world's largest publicly traded companies.
• Purchase of Industrial Services Provider. Represented Brace Industrial Group L.P., a Houston-based industrial services roll-up, in its acquisition of Basic Industries, LLC, an industrial services company, for approximately $33 million.
• Recapitalization and Preferred Stock Financing. Represented a Boston-based venture capital fund in the total recapitalization and new preferred stock financing of a healthcare technology company that provides caregivers in Independent Living, Assisted Living, Memory Care, Skilled Nursing, Home Health and PACE environments with information regarding patient wellness indicators using innovative passive technology.
• Investment Banking Engagement Letters and Opinions. Regularly represents investment banks in connection with engagement letters, various valuation opinions, fairness opinions and various other opinions and investment banking services.
• Hybrid PIPE/Public Offering for Simulation and Training Company. Represented a leading global provider of real-time simulation and training solutions to the power, process, manufacturing and government sectors in a $17 million hybrid PIPE/public offering to sell 2.875 million shares of its common stock.
• Various Preferred Stock Financings. Represented a venture capital fund in making numerous preferred stock financings and recapitalizations of a company which provides a large network of medical adult day care centers, in-home personal care services and outpatient rehabilitation facilities.
• Sale By Aircraft Manufacturer. Represented a Japan based aircraft manufacturer in its sale of up to 40 jets to a U.S. based commercial airline.
• Various Radio Station Sale Transactions. Represented a private-equity backed holding company which owns and operates radio stations in numerous markets across the United States in the sales of several clusters of radio stations and all related operating assets and real estate.
• Restructuring and Sale of Industrial Bolting and Thermal Technologies Company. Represented a specialty industrial bolting and thermal technologies company and its various affiliated entities in a complete domestic and international corporate restructuring and sale to a strategic buyer for $20 million.
• Preferred Stock Financing, Recapitalization and Merger. Represented a venture backed provider of state-of-the-art opto-electronic components and subsystems with a wide range of products and services in a preferred stock financing and recapitalization transaction and subsequently in a sale of the company through a merger and related transactions.
• Preferred Stock Financings and Convertible Note and Warrant Bridge Financings. Represented a venture capital fund in numerous preferred stock financings and convertible note and warrant bridge financings into a women’s lifestyle mobile and online content firm.
• Sale of Assets of Mobile Security Solutions Provider. Represented a venture capital backed provider of mobile device security solutions in a sale of its assets to a publicly traded Fortune 500 company that provides electronic security, storage and systems management solutions.
• Series B Preferred Stock Financing. Represented a private equity fund in its capacity as the lead investor in a $6.5 million Series B Preferred Stock Financing of the provider of an open source online video platform, which includes industry leading media management applications as well as a framework for developing custom applications.
• Equity Recapitalization. Represented an "in the cloud" web-based medical office and healthcare application software company in the recapitalization of its equity structure and holdings.
• Sale of Tax-Exempt Municipal Obligations. Represented a seller in the sale of a multi-billion dollar portfolio of tax-exempt municipal lease and bond obligations.
• Recapitalization, Financings and Roll-Up of Rehabilitation Therapy Companies. Represented a rehabilitation therapy consulting company in a recapitalization of its capital structure, multiple strategic acquisitions of operating companies and debt and equity financing for each such transaction.

Debt Financing Transactions and Representations

• Revolving, Swingline and Multi-Tranche Term Loan Credit Facility for Industrial Services Provider. Represented a provider of industrial services as the borrower in an $80 million asset-based revolving, swingline and multi-tranche term loan credit facility.
• Second Lien Multi-Tranche Term Loan Facility for Software Company. Represented a lender in a $125 million second-lien multi-tranche term loan facility to a software company that specializes in enterprise software ranging from financial systems and resource planning to supply chain and customer relationships. The loan facility was in connection with an approximately $1 billion acquisition of a second software company.
• Revolving and Swingline Loan and Letter of Credit Facility for Delivery Solutions Company. Represented second-lien lender in a $25 million revolving and swingline loan and letter of credit facility for one of the largest North American providers of customized, time-definite regional delivery solutions.
• Series of Hotel Financing Transactions. Represented holding company subsidiaries of a publicly traded REIT in several secured hotel financing transactions valued at over $40,000,000.
• Export Prepayment Facility for Brazilian Sugarcane Cultivation Company. Represented a lender in a $30 million export prepayment facility with a Brazilian company in the business of producing, selling and exporting ethanol and sugar.
• Secured Financing of Mobile Marketing Company. Represented a lender in a syndicated, asset-based secured loan to a borrower that provides mobile marketing solutions including tools to interact with users through text alerts, reminders, voting, real-time polling, coupons, quizzes and sweepstakes.
• Senior Secured Financing Transaction. Represented a Lender in a senior secured Aircraft Pre-Delivery Payment Financing Transaction with a total transaction value in excess of $2 Billion.
• Secured Financing of Adult Day Care Center Provider. Represented a borrower which provides a large network of medical adult day care centers, in-home personal care services and outpatient rehabilitation facilities in an $11 million credit facility including revolving and term loans and various modifications thereof.
• Second Lien Term Loan to Technology Company. Represented a lender in a $40 million second-lien term loan to a company that supplies technology and font solutions to OEMs and independent software vendors worldwide, and licenses fonts to creative, business and web professionals through custom font design services, direct sales and e-commerce portals.
• Secured Financing of Online Education Provider. Represented a borrower which provides online public and private school education and online learning solutions both in the United States and internationally, in a multifaceted credit facility including a $5 million revolving line of credit, a $10 million seasonal line of credit, a $5 million multi-disbursement term loan and a $5 million term loan.
• Secured Financing of Pharmacy Technology Company. Represented a lender in a secured loan to a technology company focused on delivering cost containment solutions to the healthcare segment that deals with pharmaceutical claims.
• Syndicated Acquisition Financing of Skilled Nursing and Rehabilitation Therapy Provider. Represented one of the nation's largest skilled nursing and rehabilitation therapy providers in a $45 million secured syndicated acquisition financing transaction including term loans and revolving loans with a letter of credit subfacility.
• Secured Financing of Employee Benefit Plan Administrator. Represented a lender in connection with a multi-disbursement term loan to a large employee benefit plan administrator.
• Secured Financing of Professional Services Corporation. Represented a lender in a secured loan to a large professional services corporation dedicated to assisting businesses with achieving their business, tax, accounting and financial objectives.

Admissions

• New York
• Maryland

Education

• University of Pennsylvania Carey Law School, J.D., 2004
• Towson University, B.S., summa cum laude, 2000

Experience

• Duane Morris LLP
  - Partner, 2013-present
  - Associate, 2007-2012
• Schulte Roth & Zabel LLP
  - Associate, 2004-2007

Professional Activities

• American Bar Association

Honors and Awards

• Listed in Best Lawyers in America, 2021-2024
• Recipient of The M&A Advisor 2013 National 40 Under 40 Award

• Listed in Maryland Super Lawyers Rising Stars

Selected Publications

• Co-author, "U.S. Senate Passes Massive Hedge Fund Managers Regulation Bill," Duane Morris Alert, June 7, 2010
• Co-author, "SEC Files Credit Default Swap Insider-Trading Case," Duane Morris Alert, May 12, 2009

Selected Speaking Engagements

• Speaker, "The SEC Tackles Wall Street Meltdown," Legal Talk Network Podcast, June 17, 2009