Profile
Kelly A. Terribile has broad experience representing public and private companies in connection with mergers and acquisitions, recapitalizations, asset sales, and stock purchases and issuances, including contests for corporate control and going-private transactions. Kelly is also experienced with the General Corporation Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act, and opinions with respect to such statutes and Delaware law.
Concentrations
- Mergers and acquisitions, recapitalizations, tender offers, asset sales, and stock purchase and issuances
- Board, committee and significant stockholder counseling and representation
- Corporate governance and corporate counseling
- Public and private entity representation from formation to dissolution
- Delaware opinions
Capabilities
Experience
- Representation of Accumen Inc., a New York-based provider of end-to-end strategy and services to drive value and long-term sustainability for clinical lab, outreach services, patient blood management and imaging services, in its acquisition by Arsenal Capital Partners, a New York-based private equity firm.
- Representation of Alaris Royalty Corp., a Canadian private equity firm, in its acquisition of a $46 million preferred equity stake in Body Contour Centers, LLC (d/b/a Sono Bello), the largest private plastic surgery practice management business in the United States operating in more than 50 locations in nearly 30 states.
- Representation of Alaris Royalty Corp. in a US$46,000,000 combination preferred stock and subordinated debt investment in GWM Holdings, Inc. and one of its subsidiaries, which provide global data-driven digital marketing solutions to advertisers, to finance a management buyout of a private equity buy-out fund.
- Representation of a private equity investor in investment in non-control, dividend-paying, perpetual preferred equity and the negotiation of governing and investment instruments in an industrial, commercial and residential electrical contracting services business.
- Representation of Falconhead Capital, LLC, a sports, leisure and lifestyle focused private equity firm, alongside M3 Outdoor Investments, in the acquisition of Kwik Tek, Inc. The terms of the transaction were not disclosed. Based in Colorado, Kwik Tek is a leading designer and supplier of outdoor branded products for the recreational watersports and winter sports markets.
- Representation of Heritage Insurance Holdings, Inc. in its acquisition of Narragansett Bay Insurance Company and Pawtucket Insurance Company by way of merger of its subsidiary with and into NBIC Holdings, Inc., with NBIC Holdings, Inc. surviving the merger.
- Representation of J2 Acquisition Limited (LSE: JTWO) in its listing on the London Stock Exchange. At the time of the offering, this was the largest IPO on the London Stock Exchange in 2017, raising a record total of US$1.25 billion. The sponsors of J2 Acquisition Limited are former senior executives of Jarden Corporation, which was sold to Newell Rubbermaid in 2016.
- Representation of Landscape Acquisition Holdings Limited (LSE: LAHL), a British Virgin Islands blank check company, in its US$500 million initial public offering (IPO) on the London Stock Exchange. Landscape raised US$484 million through the sale of ordinary shares at US$10 per share, with an additional US$16 million raised from the purchase of preferred shares by the company’s founders. Landscape is expected to use the proceeds of the IPO to acquire either an operating company or business with significant real estate operations in either the hospitality, lodging, gaming or property services sector in North America or Europe. Credit Suisse Securities (Europe), Goldman Sachs International and Morgan Stanley served as underwriters for the IPO. This is the third London Stock Exchange IPO that Greenberg Traurig has handled in 2017, including the US$1.25 billion J2 Acquisition Limited IPO, which was the largest IPO on the London Stock Exchange in 2017.
- Representation of Landscape Acquisition Holdings Limited, a publicly traded company sponsored by Toms Capital LLC and Imperial Cos Ltd., in its business combination with AP Wireless, a leading global cell site lease investment firm. With the closing of the transaction Landscape was renamed Digital Landscape Group.
- Representation of Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a specialty chemicals company, in the sale of its agricultural solutions business consisting of Arysta LifeScience Inc., a Delaware corporation, and its domestic and foreign subsidiaries (collectively, “Arysta”), to UPL Corporation Limited, a Mauritius public company and a wholly-owned subsidiary of UPL Limited, for an aggregate purchase price of $4.2 billion in cash.
- Representation of QIAGEN North American Holdings, Inc., a developer of technologies and products for separating and purifying nucleic acids and for sampling and assaying procedures, in its acquisition of N-of-One, Inc., a Massachusetts-based molecular decision support company.
- Representation of Replay Acquisition Corp. in connection with entering into a business combination agreement with Finance of America Equity Capital LLC (Finance of America), a Blackstone-backed end-to-end lending and services platform that operates in market sectors that include mortgages, reverse mortgages, commercial real estate and fixed income investing. The transaction is structured as an “Up-C” and a “double dummy” merger pursuant to which Finance of America will undertake a reorganization and a newly formed company will acquire Replay and an interest in Finance of America and the combined company is anticipated to become a NYSE listed public company. The transaction implies an equity valuation at closing for the combined company of $1.912 billion.
- Representation of United Wholesale Mortgage, the largest wholesale mortgage originator in the United States, in the completion of its previously announced business combination with Gores Holdings IV, Inc., valuing UWM at approximately $16 billion. In connection with the closing, UWM received approximately $925 million of gross proceeds, including approximately $425 million of cash from Gores and $500 million in proceeds from the private placement that was completed in connection with the business combination. Additionally, in connection with the closing, Gores changed its name to UWM Holdings Corporation and commenced trading on the NYSE under the new ticker symbol “UWMC.”
- Representation of VSE 2017-A VOI Mortgage LLC as issuer of $325 MM asset backed securities secured by vacation ownership interest loans.
- Representation of Tuscan Holdings Corp. in connection with a definitive merger agreement with Microvast, Inc., a designer, manufacturer and provider of next-generation battery technologies for commercial and specialty electric vehicles. The transaction will value the combined company at $3 billion.
- Representation of Summer Infant, Inc., a Rhode Island-based infant and toddler care products company, in its sale to Kids2, Inc., a Georgia-based infant and toddler toy product manufacturing company.
Recognition & Leadership
- Selected, Delaware Today, “Top Lawyers – Business Law,” 2023
- Listed, The Best Lawyers in America, Corporate Law, 2021-2024
- Member, Winning Team, "M&A Deal of the Year (Over $1 Billion to $5 Billion)" for Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) acquisition of MacDermid, Incorporated and related entities, The M&A Advisor’s 6th Annual International M&A Awards, 2014
- Member, Winning Team, ACG New York Champion’s Awards, Deal of the Year (over $500mm); Cross-border Transaction of the Year (over $250mm) for $1.8 billion Acquisition of MacDermid, Inc. by Platform Acquisition Holdings Limited, 2014
- Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
- Deal Team Member, "Distressed M&A Deal of the Year (over $100mm)," The M&A Advisor's Turnaround Awards, 2011
Credentials
Education
- J.D., Cornell Law School
- B.A., History, magna cum laude, Le Moyne College
Admissions
- Delaware