David E. Wells

David E. Wells

Shareholder

David E. Wells focuses on advising public and private companies in connection with mergers and acquisitions and corporate finance transactions. In the mergers and acquisition space, he has worked on a wide variety of transactions, including public company mergers, going-private transactions, strategic and financial investments and divestitures, public and private leveraged acquisitions and spin-offs, exchange offers, tender offers and hostile-takeovers and defenses. In the field of corporate finance, Mr. Wells routinely assists clients with public and private securities offerings including IPOs, registered direct offerings, secondary offerings, PIPEs, registered shelf offerings, and Regulation D and offshore offerings. David has received numerous awards for his securities and mergers and acquisitions work.

For many of his clients, he also provides advice regarding corporate governance, securities law compliance, securities exchange (NYSE, NASDAQ and OTC) compliance, director fiduciary duties and executive compensation, equity compensation plans, self-tender offers, stock repurchases and accelerated stock repurchase programs.

David has represented a wide variety of public and private clients, including those in the following industries: medical device, biologic, health care, telecommunication, hi-tech equipment and service, software, internet based retailers, alternative media, regulated and unregulated financial services, REITs, real estate development, private investment funds, alternative energy, poultry production, premium spirits and other brands, airport development and manufacturing and distribution. His clients have ranged from start-up operations to Fortune 500 companies.

His unique financial and legal background has assisted a number of small companies grow into large, established private or public companies.

Concentrations

  • Mergers & acquisitions
  • Corporate finance and securities law
  • Corporate governance and special committee advice
  • PIPES
  • Private placements
  • Private equity
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Capabilities

Experience

  • Representation of Metropolitan Health Networks, Inc. (NYSE) in its $850 million sale to Humana, Inc. (NYSE)
  • Representation of Metropolitan Health Networks, Inc. (NYSE) in its $417 million leveraged acquisition of Continucare Corporation (NYSE) for cash and stock
  • Representation of regulated financial institution in connection with sale of $1 billion of equity subscriptions to fund strategic acquisitions°
  • Representation of acquirer in stock and asset purchase of multi-billion dollar technology service provider (NYSE)°
  • $2 billion sale of LNR to Cerberus Capital - Representation of Special Committee of LNR (NYSE)°
  • Multi-billion dollar hostile acquisition of medical device company (NYSE) - served as acquirers local counsel
  • Representation of PetSupermarket, Inc. in sale to Roark Capital.
  • Representation of Angel’s Share Brands, LLC, the owner of the Angel’s Envy Bourbon, in acquisition by Bacardi Limited
  • Representation of Internet-based retailer in restructuring and $150 million+, leveraged sale to strategic acquirer for cash, debt and equity
  • Leveraged buyout of construction and engineering company°
  • Representation of direct marketing company in a series of transactions valued at $130 million°
  • Representation of food production company in $100 million+ going private transaction°
  • $80 million bid for technology company (NASDAQ)°
  • $60 million bid for technology equipment company°
  • Representation of investment fund in takeover contest involving a software company (NASDAQ & TSX)°
  • Representation of largest shareholders of software company in $35 million sale of company to a multinational computer software technology corporation (NYSE)°
  • Representation of investment fund in takeover bid for publicly traded federal savings bank (NASDAQ)°
  • Representation of luxury shoe brand in sale to private equity group for cash and equity°
  • Representation of ethanol producer in restructuring and leveraged sale to strategic acquirer°
  • Representation of super-premium spirits brands in private placements of equity to strategic investors and private placements of equity to financial investors
  • Representation of infrastructure developer in private placement of equity to strategic investor and private placements of equity to financial investors

  • Assisted in structuring of $600 million Reg. D/ Reg. S preferred stock offering - Financial Institution°
  • Private offering of $400 million of units - Investment Funds°
  • Private offering of $150 million of subordinated debt securities - Investment Fund°
  • Public offering of $106 million of common stock - Real Estate Investment Fund°
  • Public offering of $80 million of preferred stock - REIT°
  • $60 million sale and exchange of preferred stock - Technology Company°
  • PIPE offering of $30 million of Series A Preferred Stock - Wireless Technology Company°
  • PIPE offering of $30 million of Series B Preferred Stock - Wireless Technology Company°
  • $6 million IPO of common stock - Biotech Company°
  • Development of Accelerated Stock Repurchase Program for Investment Bank°

  • Metropolitan Health Networks, Inc. (NYSE)
  • Heartware International, Inc. (NASDAQ: GM)°
  • Bioheart, Inc. (NASDAQ)°
  • Airspan Networks, Inc. (NASDAQ: NMS)°
  • Koger Equity, Inc. (NYSE)°
  • Rica Foods, Inc. (AMEX)°
  • SFBC, Inc. (NYSE)°

  • Review of Fortune 500 Company's supply system for control weakness°
  • Investigation of $75 million transaction by NYSE listed company°
  • Investigation of $35 million of transactions by AMEX listed company°
  • Risk assessment for $600 million investment in private investment fund°
  • Investigation of $140 million of transactions by bank°
  • Investigation of private placements by bank°

  • Rica Foods, Inc. (AMEX)°
  • Former executive of Home Gold Mortgage (NYSE)°
  • Representation of largest investor in publicly traded technology company (NASDAQ)°
  • Representation of receiver approved in SEC initiated receivership action
  • Voice Flash, Inc (OTC)°

°The above matters were handled by Mr. Wells prior to joining Greenberg Traurig, P.A.

  • President and Owner, legal and financial consulting firm, April 1997-April 2001

Recognition & Leadership

  • Listed, The Best Lawyers in America, Securities / Capital Markets Law, Mergers and Acquisitions Law, 2008-2017
  • Listed, South Florida Legal Guide, "Top Lawyer," 2013-2016
  • Listed, Chambers USA Guide, 2007-2017
  • Listed, Super Lawyers magazine, Florida Super Lawyers, 2007, 2010-2017
  • Finalist, Daily Business Review, "Top Dealmaker of the Year - Corporate Finance Category," 2013
    • Selected, Top Attorney for Corporate and Business, 2013
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
  • Team Member, "U.S.A. M&A Deal of the Year – Large Markets," Global M&A Network, 2013
  • Finalist, Daily Business Review, "Top Dealmaker of the Year - Corporate (Domestic) Category," 2012
  • Listed, Florida's Best Lawyers, 2012
  • Member, team ranked as a top corporate law firm in Miami as selected by corporate directors, in the annual "Legal Industry Research Study" by Corporate Board Member magazine and FTI Consulting Inc. (10th year), 2002-2009, 2011-2012
  • Finalist, The M&A Advisor, Healthcare/Life Sciences Deal of the Year, 2011
  • Finalist, The M&A Advisor, Upper Middle Market Deal of the Year, 2011
  • Rated, AV Preeminent® 5.0 out of 5

AV®, AV Preeminent®, Martindale-Hubbell DistinguishedSM and Martindale-Hubbell NotableSM are certification marks used under license in accordance with the Martindale-Hubbell® certification procedures, standards and policies.

  • Member, Business Law Section of the Florida Bar
  • Board Member, Association for Corporate Growth, South Florida Chapter
  • Member, American Bar Association
  • Member, The Florida Bar

Credentials

Education
  • J.D., University of Michigan Law School, 1991
  • M.B.A., University of Michigan Business School, 1991
  • B.A., Economics, magna cum laude, Colgate University, 1987
    • Phi Beta Kappa
Admissions
  • Florida