Corporate

Overview

Since its founding in 1942, Arent Fox has built a full service corporate practice. The firm’s broad-based corporate experience includes mergers and acquisitions, joint ventures, SEC reporting and corporate governance, private and public offerings of equity and debt, and other financing transactions. Our clients benefit from our expertise in a variety of industries, including technology, manufacturing, sports and entertainment, real estate, leisure and hospitality, healthcare and government contracts. With a client base that ranges from mid-market privately held and publicly traded businesses to Fortune 500 companies, the Firm has handled corporate matters involving, among others, America Online, Diesel, Fannie Mae, Goldman Sachs, Marriott, Mars, Penske Automotive Group, Sunrise Senior Living, ThinkFoodGroup and Wackenhut Services.

Mergers and Acquisitions

Arent Fox has been involved in billions of dollars of mergers and acquisitions, representing buyers and sellers of businesses, investment banks, financial advisers and other participants. Our experience spans numerous industries, and our clients range from some of the world’s largest companies in communications, government contracts, health care and hospitality, to small start-up technology ventures. Examples of mergers and acquisitions in recent years include:

• Robert L. Johnson’s sale to Michael Jordan of a controlling interest in the Charlotte Bobcats
• Globe Specialty Metals’ acquisition of Core Metals Group
• Wackenhut Services’ acquisition of government contractors RONCO Consulting Corporation and Champions of the West (d/b/a All Star International)
• Marriott’s sale of its world-wide air catering business
• District Photo’s sale of Snapfish.com to Hewlett Packard
• Nextel Communications’ purchase of Boost Mobile
• Dialysis Corporation of America’s merger with U.S. Renal Care

Securities Regulation and Compliance

Arent Fox attorneys provide advice to companies and their officers, boards of directors, special board committees and individual directors in creating and maintaining corporate compliance and governance programs, conducting internal investigations and responding to allegations of criminal and civil misconduct. Our experience includes representing issuers in a broad range of securities activities, including corporate governance matters, tender offers, proxy contests, going-private transactions, and preparation/review of periodic reports filed with the Securities and Exchange Commission. Examples of recent corporate governance and compliance matters include:

• Assisting the audit committee of a New York Stock Exchange-listed company with its ongoing compliance with the SEC regulations and NYSE listing rules
• Providing counsel to the special committee of a NASDAQ-listed company’s board of directors regarding a going private transaction
• Establishing a legal compliance program for a major construction company
• Assisting with Foreign Corrupt Practices Act issues in a joint venture energy project

Public and Private Equity and Debt Offerings

Arent Fox has significant experience representing new and seasoned issuers, emerging companies, underwriters and venture capitalists in public offerings and private placements of debt and equity, and Arent Fox attorneys regularly counsel credit providers and borrowers in traditional lines of credit, receivables and other asset-backed financings. Examples of public and private equity offerings in recent years include:

• Representing the underwriters in National American University Holdings’ public offering of common stock
• ICON Equipment and Corporate Infrastructure Fund Fourteen’s public offering of limited partnership interests
• More than ten real estate syndications for a private real estate company located in Southern California
• Globe Specialty Metal’s initial public offering (one of a small number underwritten IPOs completed in the United States in 2009)
• Washington Real Estate Investment Trust’s multiple public offerings of securities, including sales pursuant to a “Sales Agency Financing for Equity” (SAFE) program
• Private placements of securities by RLJ Basketball, PHC, Ecutel, Internosis and numerous other issuers

Arent Fox attorneys have negotiated credit facilities of more than $100 million for numerous clients each year. Recent examples include: Fannie Mae, Choice Hotels International, GTSI Corp., Stanley Martin Companies and Washington Sports & Entertainment.

Joint Ventures, Strategic Alliances and Commercial Distribution

Arent Fox attorneys have significant experience structuring and negotiating joint ventures and strategic alliances across a number of industries. We also offer advice on distribution, license and supply agreements. In all of these matters, we work closely with colleagues in our tax, intellectual property and international trade practices to provide an integrated approach to address our clients’ needs.

We have assisted our clients in forming joint ventures and negotiating related agreements in industries such as superconductor wire (Outokumpu), automotive components (INA), thin film materials (Heraeus), solar energy (Solsil) and restaurants (Chef José Andres’ ThinkFoodGroup). We recently represented a subsidiary of a large Japanese automobile manufacturer in divesting joint venture assets located in Canada, Mexico, and the United States. We have represented the RLJ Companies in their joint ventures with Deutche Bank, McLarty Landers Automotive, Western Asset Management, Urban Trust Bank and others.

International Transactions

Arent Fox represents US and foreign entities in all aspects of cross-border transactions, including mergers and acquisitions, project finance, trade finance, tax, intellectual property, licensing, and foreign investment. We assist our clients in expanding to international markets by providing counsel on franchise and other distribution relationships. Arent Fox attorneys have developed trade finance strategies for clients looking to do business all over the world, leveraging our close working relationships with a number of key financial institutions and export credit agencies such as the U.S. Export/Import Bank, Overseas Private Investment Corporation, International Finance Corporation, Asian Development Bank, and the World Bank. Our lawyers offer guidance on the regulation of foreign investment in the United States, including compliance with the Exon-Florio Amendment, International Investment Survey Act, Industrial Security Act, and other federal and state restrictions on foreign ownership.

Representative transactions include the acquisition and financing of electric generation facilities in Latin America and the Caribbean by Latin Power Investment Funds, the financing of banking institutions in Asia by the US Overseas Private Investment Corporation, the acquisition of the Domino’s Pizza franchise in Turkey, and the financing of multi-jurisdictional acquisitions in the manufacturing sector by the Bank of Scotland. We also serve as general counsel to an overseas fund that owns portfolio companies around the world.

Technology Transactions

Arent Fox attorneys negotiate industry-leading arrangements and advise clients on major technology innovations used for monetizing content and heightening brand awareness, including application service platforms, search technology, data management, video and audio streaming and mobile download content licensing and syndication. Examples of transactions completed in recent years include:

• Representing America Online in several transactions with Google and on an interactive media rights agreement with the National Football League, CBS Broadcasting and Sportsline
• Representing the Motor & Equipment Manufacturers Association in the formation of its joint venture OptiCat
• Representing Discovery Communications on the distribution of video content to MSN Video and other broadband portals
• Providing strategic advice to America Online in connection with the disposition by certain of its international subsidiaries of their ISP businesses to Carphone Warehouse, Neuf Cegetel and Telecom Italia

Brand, License and Franchise Transactions

Clients seek our guidance in licensing their valuable intellectual property assets. Our services include advising clients in establishing and maintaining licensing programs; drafting and negotiating license agreements involving joint development, marketing and distribution; selling and acquiring brand assets; restructuring licensing relationships with existing licensees; and resolving disputes with licensees and other parties.

In recent years, Marriott International has entrusted Arent Fox with franchise transactions involving hotel portfolios exceeding a billion dollars in value.

Private Capital and Investment Funds

Arent Fox also serves as counsel and trusted advisors to investment fund sponsors and their investors as they face today’s challenging economic environment. For additional information, please visit here.

Sports

Our corporate team works closely with Arent Fox’s sports practice to provide advice and counsel to various professional teams, including the Washington Wizards, Charlotte Bobcats, NJ Nets, Tampa Bay Rays, Washington Capitals and DC United. Our experience includes the acquisition and sales of sports franchises, acquisition, naming rights and sponsorship transactions, development and operation of arenas and stadiums, and team and stadium financings. A more comprehensive summary of our sports practice can be found here.

Rankings

Chambers 2011

Traditionally thought of as a real estate firm, Arent Fox has an active, broad-based corporate department that recently worked on the sale of the Washington Wizards basketball team to Monumental Sports & Entertainment. The group handles smaller and midmarket deals and has expertise in the technology, manufacturing, sports and entertainment, leisure, hospitality, healthcare and government contracts sectors. Arent Fox works for regional, national and international clients including Marriott, Rubicon Partners and Tupperware. Sources say: "The firm is very responsive to client needs. They work at the pace of the client, and have subject matter experts who fit seamlessly into deal teams." Jay Halpern heads up the Washington, DC corporate practice.

Legal 500 2011

“For some clients, Arent Fox LLP’s ‘level of business acumen and industry knowledge is second to none, and this has made it a go-to firm. The quality of the advice takes into account practical limitations and is always delivered in a user-friendly format that allows me to share it with my management team with the confidence that it will be exactly what we were looking for when we sought the advice. This is very high praise, but it is well-deserved.' The practice has built a large and comprehensive corporate practice in the Washington DC area, with a client base that ranges from mid-market private businesses to Fortune 500 companies. The team is well versed in transactions with regional, national and international scope. In addition, the firm has developed a strong reputation in several industry sectors including technology, manufacturing, sports and entertainment, leisure and hospitality, healthcare and government contracts. Recent highlights include representing RLJ on the sale of a controlling stake in the Charlotte Bobcats NBA basketball team to Michael Jordan’s company, MJ Basketball Holdings, a deal that valued the Bobcats at $275m. The practice also acted for Globe on its $52m cash acquisition of Core Metals Group, one of North America’s largest producers and marketers of high-purity ferrosilicon and other specialty steel ingredients, and advised WSI on its approximately $55m acquisition of Champions of the West, a facilities management and base operations support company providing services to the US Government. Washington DC-based Jay Halpern heads the corporate practice. Also in Washington DC, Jeffrey Jordan, Richard Gale and Carter Strong are recommended. Clients find the firm to be ‘prompt and thorough on all matters it deals with’, singling out Gale as performing ‘an outstanding job. He is always available and very knowledgeable. I would recommend him to anyone’.”