Richard A. Silfen

Areas of Practice

• Corporate and Securities
• Mergers and Acquisitions
• Corporate Law

Representative Matters

Mergers and Acquisitions

• Represented Moody’s Corporation (NYSE: MCO) in its acquisition via its Belgian subsidiary, Bureau Van Dijk Editions Electroniques SRL, of Vadis Technologies SA, a Belgian entity. Moody’s is a global risk assessment firm that empowers organizations to make better decisions by providing data, analytical solutions and insights to help decision-makers identify opportunities and manage risks. Vadis Technologies is a fintech company that developed software to detect certain types of potential fraud and other wrongdoing used by the European Commission; the technology is used generally by EU member states for electronic fund transfers.

• Represented American Racing and Entertainment, the owner and operator of Tioga Downs Casino Resort and Vernon Downs Casino Hotel, in its $175 million sale and leaseback of the real estate assets of Tioga Downs to Gaming and Leisure Properties, Inc. (NASDAQ: GLPI), a real estate investment trust focused on owning real estate property that is leased to gaming operators.

• Represented Fultra, a Mexico-based provider of motor transportation equipment and parts in North America and parent company of Fruehauf, in its acquisition of East Manufacturing, an aluminum trailer maker.

• Represented StoneMor Inc., a leading owner and operator of cemeteries and funeral homes across the United States and Puerto Rico,  in a take-private merger that resulted in its controlling stockholder, Axar Capital Management, LP, owning 100 percent of StoneMor.

• Represented Element Dental (fka Mid-Atlantic Dental), a portfolio company of a fund sponsored by SC Goldman, in connection with its merger with Sonrava Health (fka Western Dental), a portfolio company of a fund sponsored by New Mountain Capital; the merger created a diversified dental support organization (DSO) offering dental services through 572 offices in 20 states.

• Represented Secure Exchange Solutions, a leading health information technology provider, in its sale to Centauri Health Solutions, Inc., a leading provider of technology-enabled analytics and services and a portfolio company of private equity firm ABRY Partners.

• Advised CMS Technologies, Inc. dba Prevenio®, a leading provider of innovative food safety solutions primarily for protein and produce industries, in its $170 million acquisition by JBT Corporation (NYSE: JBT), a global technology solutions provider to high-value segments of the food and beverage industry.

• Advised Market Street Advisors, Inc. dba Archer®, a technology-enabled service provider to the investment management industry, in a leveraged recapitalization that included a growth investment by LLR Partners, the redemption of NewSpring Capital’s investment, a loan facility from Silicon Valley Bank and a corporate restructuring.

• Represented The CenterCap Group, LLC, financial advisor to the special committee of the Board of Directors of Cole Office & Industrial REIT (CCIT II), Inc. in connection with the $1.2 billion acquisition of CCIT II by Griffin Capital Essential Asset REIT, Inc. (“GCEAR”) in a stock-for-stock transaction, resulting in a $5.8 billion diversified, office and industrial net-lease REIT. The transaction followed CCIT II’s merger agreement with CIM Real Estate Finance Trust, Inc. (“CMFT”), providing CCIT II a “go-shop” period during which its Board’s special committee could solicit alternative acquisition proposals; CCIT II terminated the CMFT merger agreement and accepted a superior proposal from GCEAR.

• Advised the Special Committee of the Board of Directors of Customers Bancorp, Inc. (NYSE: CUBI) in the $140 million merger of its subsidiary, BankMobile Technologies, Inc., one of the largest digital banking platforms in the U.S., with Megalith Financial Acquisition Corp. (NYSE: MFAC), a special purpose acquisition company, or SPAC, and in related PIPE, strategic licensing and other transactions to finance and support the merger.

• Represented the Independent Committee of the Board of Directors of CURO Group Holdings Corp., a market leader in providing short-term credit to underbanked consumers, in its $15.8 million acquisition of Ad Astra Recovery Services, Inc.

• Represented online sportsbook operator Vigtory Inc. as transaction and gaming counsel in its sale to FuboTV Inc. (NYSE:FUBO), a sports-focused streaming television service; this is the first time a media company in the U.S. has fully acquired and will operate a live sportsbook.

• Represented Mid-Atlantic Topco LLC, operating as Mid-Atlantic Dental Partners, a dental support organization ("DSO") and portfolio company of private equity fund S.C. Goldman & Company, LLC, in its acquisition of Plano-based DentalOne Partners, one of the first and largest DSOs nationally with approximately 150 affiliated offices across 13 states, via the purchase of the equity interests in its operating subsidiaries from Dental Investments, LLC; Mid-Atlantic Dental Partners now operates more than 240 affiliated offices in 18 states.

• Represented SEACOR Holdings Inc. (NYSE: CKH) in connection with its negotiation and documentation of an arrangement with its former subsidiary, SEACOR Marine Holdings Inc. (NYSE: SMHI), in which SEACOR Holdings agreed to permit SEACOR Marine to carry back net operating losses generated by SEACOR Marine in 2018 and 2019 to tax years prior to SEACOR Marine’s spin-off from SEACOR Holdings in 2017.

• Represented Catalent Biologics’ (NYSE: CTLT) Paragon Gene Therapy unit, the leading viral vector development and manufacturing partner for gene therapies, in its acquisition of manufacturing equipment and related assets from, and strategic partnership with, Novavax, Inc. (Nasdaq: NVAX), a late-stage biotech company developing next-generation vaccines for infectious diseases; the transaction expands Paragon’s gene therapy business and offers Novavax a cost-effective solution to its manufacturing needs.

• Represented iAnthus Capital Holdings, Inc. (CSE: IAN; OTCQX: ITHUF) in its acquisition of CBD For Life, a top-ranked producer of innovative CBD-infused wellness, self-care, and beauty products.

• Represented Catalent, Inc. (NYSE: CTLT), a drug delivery technology company, in its $140 million all cash acquisition via tender offer of Juniper Pharmaceuticals, Inc. (NASDAQ:JNPR), including its U.K.-based Juniper Pharma Services division.

• Represented the special committee of the Board of Directors of JAVELIN Mortgage Investment Corp. (NYSE: JMI) in a $900 million merger in which ARMOUR Residential REIT, Inc. (NYSE: ARR) acquired JAVELIN through a cash tender offer followed by an intermediate form merger.

• Represented NYX Gaming Group Ltd. (TSXV-NYX), a digital gaming software company, in connection with its US$631 million acquisition by Scientific Games Corporation (NASDAQ: SGMS), a global leader in technology-based gaming systems, to create a digital gaming and lottery powerhouse.

• Represented Quest Diagnostics in the sale of a stream of royalty revenue from commercialization of the drug candidate Ibrutinib to Royalty Pharma for $485 million in cash.

• Represented Mid-Atlantic Dental Partners, a dental support organization and portfolio company of S.C. Goldman & Company, LLC, a single family office, in its approximately $40 million “take private” acquisition of Birner Dental Management Services, Inc. (OTCQX: BDMS).

• Advised Boyd Gaming Corporation (NYSE: BYD), a U.S. gaming and hospitality company based in Paradise, Nevada, in connection with its approximately $285 million acquisition of Valley Forge Casino Resort.

• Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS), a developer, manufacturer, and supplier of injectable drug delivery systems, in connection with the sale, through Chapter 11 bankruptcy, of substantially all of its assets to an affiliate of OrbiMed Advisors LLC, a leading investment firm focused on healthcare, and Amgen Inc., (NASDAQ: AMGN), a leading biotechnology company that discovers, develops, manufacturers and delivers human therapeutics for patients with serious illnesses.

• Advised Cole Corporate Income Trust, Inc. in connection with its $3.1 billion cash election merger in which it was acquired by Select Income REIT (NYSE: SIR).

• Represented VEREIT, Inc. (NYSE: VER) a NYSE-traded REIT, in a merger transaction valued at $3.1 billion to acquire American Realty Capital Trust IV, Inc., a "non-traded" REIT. The combined company as a result of the merger had pro forma enterprise value of $10 billion.

• Represented Unilife Corp. (Nasdaq: UNIS / ASX: UNS) in connection with its announced effort to seek strategic alternatives, culminating in a strategic collaboration with Amgen Inc. (Nasdaq: AMGN) for Unilife's wearable injectable drug delivery systems to use with Amgen's biologics and other medicines. The deal provides Unilife with investments of up to $90 million from Amgen and restructures Unilife's existing debt with OrbiMed.

• Represented VEREIT, Inc. (NYSE: VER) a NYSE-traded REIT, in a merger transaction valued at $3.2 billion to acquire American Realty Capital Trust III, Inc., a "non-traded" REIT. The combined company as a result of the merger had pro forma enterprise value of $10 billion.

• Represented stockholders of Topaz Pharmaceuticals, Inc. in its sale to Sanofi-Pasteur, the vaccines unit of French pharmaceutical company Sanofi-Aventis, in advance of the FDA's approval of the Pennsylvania biopharmaceutical company's new drug application for Sklice lotion, an ivermectin-based topical treatment.

• Represented FMC Corp. (NYSE: FMC), a leading global chemicals company, in its multinational acquisition of the assets of Adventus Group, including patents and intellectual property related to bioremediation technology for chlorinated organic compounds, pesticides and hazardous metals, from two private equity firms. The consideration provided in connection with the acquisition was not disclosed.

• Represented Orthovita, Inc., a Nasdaq-traded specialty spine and orthopedic company with a portfolio of orthobiologic and biosurgery products, in its agreement to be acquired by Stryker Corp. for $316 million through a cash tender offer followed by a second-step merger.

• Advised the special committee of the board of directors of a Nasdaq-traded global manufacturer, marketer and distributor of consumer products on a strategy that defeated a hostile-takeover effort by activist fund La Grange Capital Partners, LP. The strategy included the board's adoption of a "poison pill" that contained a novel feature requiring that any poison-pill-related matters following a change of control be approved by shareholders representing a "majority of the minority."

• Represented a leading NYSE-traded international real estate investment trust (REIT) in its efforts to make an approximately $2.5 billion cash acquisition of a NYSE-traded industrial REIT.

• Represented a NYSE-traded specialty REIT in its formation and approximately $70 million private equity capital raise to fund its launch and initial acquisitions of properties.

Capital Markets Transactions

• Represented StoneMor Partners (NYSE: STON), a leading owner/operator of cemeteries and funeral homes in multiple states and Puerto Rico, in its $447.5 million recapitalization transaction, consisting of a $385 million private placement of 9.875% Senior Secured PIK Toggle Notes to various noteholders and concurrent private placement of $62.5 million of liquidation value of Series A Convertible Preferred Units of the Partnership to Axar Capital Management.

• Represented UL Holdings, the owner of UrbnLeaf, a cannabis business based in San Diego, California, in its offering of Series A Preferred Stock to investors, as well as the issuance of certain Convertible Promissory Notes.

• Advised operating partnership of VEREIT, Inc. in connection with issuance of $2.55 billion principal amount of 144A-issued debt securities, issued in three tranches, in an exchange transaction registered under the Securities Act of 1933.

• Represented J.P. Morgan, and its co-lenders Winthrop Capital Partners and Witkoff Group, as first lien lenders in its $285 million debt restructuring and equity transfer involving the Ocean Resort Casino, a casino hotel located in Atlantic City, New Jersey.

• Represented National Securities Corporation as sole book-runner in an underwritten public offering by Marrone Bio Innovations, Inc., a leading provider of bio-based pest management and plant health products for the agriculture, turf and ornamental and water treatment markets. The offering settled at net proceeds of $13.8 million.

• Represented Diamond Offshore Drilling, Inc. (NYSE: DO) in the $1 billion public offering of its senior notes.

• Represented Talentify, Inc., a digital recruiting platform, in the private placement of Series A Preferred Stock to a strategic investor.

• Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire and develop energy assets.

• Represented Taiwan-based Cathay Securities Corporation as underwriter and co-manager in the $884 million initial public offering of American Depository Shares of Singapore-based Sea Limited (NYSE: SE), a provider of digital entertainment, e-commerce and financial services platforms.

• Represented Lehigh Gas Partners LP, a wholesale motor fuel distributor now known as CrossAmerica Partners LLP, in connection with its $138 million IPO.

• Represented pharmaceutical, biopharmaceutical and biotechnology companies in securities offerings raising in excess of $5 billion of debt, equity and convertible securities, including senior debt, mezzanine and other subordinated debt, securities issued in connection with derivative trading strategies and equity-linked securities, in registered and private transactions.

• Represented a NYSE-traded suburban office and industrial REIT in public offerings of common shares, preferred shares and debt securities raising in excess of $5 billion.

• Represented a NYSE-traded specialty REIT focused on student housing and military housing in its approximately $350 million initial public offering.

• Represented a NASDAQ-traded biomaterials company in an approximately $35 million investment by a private equity group.

• Represented a NYSE-traded mid-Atlantic-based suburban office REIT in securities offerings of common shares, preferred shares and debt securities raising in excess of $300 million.

• Represented the founder and controlling stockholder of a NYSE-traded REIT specializing in the ownership and operation of neighborhood and community shopping centers in its initial public offering raising approximately $450 million.

• Represented a NYSE-traded owner and operator of one of the largest independent refined petroleum products pipeline systems in the United States in its 144A offering $150 million of notes.

• Represented a NYSE-traded, leading provider of water and wastewater utility services throughout the United States in registered securities offerings raising in excess of $300 million.

• Represented a NASDAQ-traded owner and operator of private schools in connection with investments made by a private equity group and efforts to restructure the PEG investment.

Admissions

• Pennsylvania
• Florida

Education

• The University of Alabama School of Law, J.D., 1987
• Baylor University, B.A. (Physics), 1983

Experience

• Duane Morris LLP
  - Partner, 2007-2014, 2015-present

• VEREIT, Inc. 
  - Executive Vice President, General Counsel and Secretary, 2014-2015

• Cangen Biotechnologies, Inc.
  - President and Chief Financial Officer, 2004-2006
• Morgan, Lewis & Bockius LLP
  - Partner, 2000-2004
• Wolf, Block, Schorr and Solis-Cohen LLP
  - Vice Chairman, Corporate Department, 1999-2000
  - Partner, 1996-2000

• Securities & Exchange Commission, Division of Corporation Finance, 1987-90
  - Staff Attorney, Office of Chief Counsel and Office of Mergers and Acquisitions (then called Office of Tender Offers)

  - Attorney-Adviser, Disclosure Operations Office

Honors and Awards

• Listed in The Best Lawyers in America, 2023 and 2024
• Listed in Chambers USA: America's Leading Lawyers for Business, 2009-2013 and 2023-2024
• Named a "Most Effective Dealmaker" by The Legal Intelligencer’s Professional Excellence Awards 2021
• Named to BTI Client Service All-Star Team, 2020 and 2022 - "Mr. Silfen knows how to deliver value to the business."

• Rated as "Highly Regarded" for Capital Markets: Debt and Capital Markets: Equity by IFLR1000, 2019-2023

• Listed in Pennsylvania Super Lawyers
• AV Preeminent® Peer Review Rated by Martindale-Hubbell®

Board Memberships

• GMH Communities Trust (sold in two separate transactions to American Campus Communities, Inc. (NYSE: ACC) and Balfour Beatty plc (LSE: BBY) in 2008.)
  - Chairman, Nominating and Governance Committee of Board of Trustees
  - Chairman, Special Committee of the Board of Trustees, 2006
  - Chairman, Nominating and Governance Committee of the Board of Trustees, 2004-2008
  - Member, Audit Committee of the Board of Trustees, 2004-2008

Professional Activities

• Adjunct Professor, Drexel University Thomas R. Kline School of Law, Private Equity and Venture Capital Law

Selected Publications

• Co-author, "Do New Delaware General Corporation Law Exculpation Amendments Trigger a Mandatory Class Vote for Changes to Charters?" Duane Morris Alert, April 11, 2023
• Co-author, "SEC Proposes Amendments Regarding Rule 10b5-1 Insider Trading Plans and Related Disclosures," Duane Morris Alert, December 31, 2021
• Co-author, "SEC Adopts Amendments to Shareholder Proposal Rule," Duane Morris Alert, September 28, 2020
• Quoted in "Bad Timing: Hotly-anticipated Tech Ipos Are Dealing With a Brutal One-two Punch of Coronavirus Fears and Election Uncertainty," Business Insider, March 4, 2020
• Co-Author, "The Butterfly Effect," Middle Market Growth, Winter 2017
• Mentioned in "Corp Fin's Non-GAAP Comments: MD&A's Executive Summary," The Corporate Counsel, August 18, 2016
• Co-author, "Guide to Publicly Offered Private Placements Under New Rule 506(c)," Duane Morris Alert, September 26, 2013
• Co-author, "NASDAQ Proposes Listing Rules Relating to Compensation Committees," Duane Morris Alert, October 12, 2012
• Co-author, "NYSE Proposes Listing Standards Relating to Compensation Committee Member Independence and Compensation Committee Advisers," Duane Morris Alert, October 2, 2012
• Co-author, "SEC Rule Proposal Would Permit Public Offerings in "Private Placements" and Facilitate Capital Formation," Duane Morris Alert, September 13, 2012
• Co-author, "SEC Adopts Final Rule on Disclosure of Payments by Resource Extraction Issuers," Duane Morris Alert, August 30, 2012
• Co-author, "SEC Adopts Final Rule on Disclosure of Use of Conflict Minerals," Duane Morris Alert, August 29, 2012
• Co-author, "SEC Adopts Rules on Independence of Compensation Committees and Compensation Advisers; New Listing Standards to Be Proposed by September 25, 2012," Duane Morris Alert, June 27, 2012
• Co-author, "JOBS Act Enacted, Imposes Substantial Deregulation on the Mechanics of Securities Offerings," Duane Morris Alert, April 13, 2012

Selected Speaking Engagements

• Speaker, "Best Practices for 10b5-1 Plans in 2021," Morgan Stanley Webinar, July 21, 2021
• Speaker, "Middle Market M&A: The Latest Developments," DealLawyers.com Webinar, May 21, 2020

• Speaker, "How Private Equity Is Tapping New Capital Sources: Non-Listed REITs & Retail Alternative Investments," IMN 16th Annual Winter Forum on Real Estate Opportunity & Private Fund Investing, Laguna Beach, CA, January 17, 2019

• Speaker, Donnelley Financial Solutions Corporate Securities Forum, Philadelphia, 2017-2019

• Moderator, “Seeking and Embracing Emerging Opportunity – The Where and The How,” Global REITs Summit 2018: Listed, Non-Traded & Private REITs, September 5, 2018

• Moderator, "Portfolio Management - Lucrative New Areas For REITs Investment," iGlobal REIT Summit, New York, February 8, 2017

• Speaker, RR Donnelley's SEC Hot Topics Institute, Philadelphia, Pennsylvania, 2011-2013, 2015 and 2016

• Speaker, Strafford Publications' "Going Private Transactions: Deal Structure Considerations, SEC Disclosure Obligations, Fiduciary Duties and More," October 15, 2015
• Discussion Leader for Roundtable: "Public Non-Listed REITs," REITWise 2014, NAREIT's Law, Accounting & Finance Conference, April 4, 2014
• Speaker, "Navigating Today's REIT Terrain: What Lies Ahead?," Global REIT Summit 2013, New York City, October 2, 2013
• Moderator, "Biotech Perspective's on Key Considerations for Structuring a Winning Deal" panel, Pharmaceutical Collaboration and Transaction Accounting Conference, September 18, 2007