John J. McDonald

Partner

New York
Business Phone: 212.704.6234
Business Fax: 212.704.6288

john.mcdonald@troutmansanders.com

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John McDonald is a partner in the firm’s Corporate, Private Equity/Investment Funds and Venture Capital practices, resident in our New York office.

John counsels clients on a full range of corporate transactional matters, focusing on mergers and acquisitions (M&A) transactions involving both private equity and strategic buyers and sellers, as well as venture capital and other financing transactions.

He also has a substantial practice advising clients on private equity fund formation and fundraising, LP and GP investments in private equity and other investment funds, and portfolio investments involving operating companies and real estate assets.

John is a recognized expert on corporate and private equity law topics who has taught Continuing Legal Education (CLE) and Continuing Professional Education (CPE) courses at the American Management Association, the Association of Corporate Counsel and other organizations, as well as presented in national webinars with Lexis-Nexis, Strafford, Clear Law Institute and CapStone. He is also a prolific author whose articles have been published in The Journal of Private Equity, the Lexis Practice Advisor, the Practical Law Company Journal, The Association of Corporate Counsel’s Docket Journal, The Stout Risius Ross Journal, Law360, Mondaq and The Metropolitan Corporate Counsel.

Some of John's representative present and past private equity clients include:

  • Putnam Bridge Funding, a Greenwich, CT special situations private equity sponsor
  • Woodbine Development, a Rye, NY real estate development firm
  • Permodalan Nasional Berhad, a Malaysian sovereign asset management company that has partnered with Wasserstein & Company, a middle-market private equity sponsor
  • Tailwind Capital Partners, a middle-market private equity sponsor
  • DLJ Merchant Banking Partners, the lower middle market private equity arm of international bank Credit Suisse

John’s strategic M&A practice involves representing publicly-traded and privately-held buyers and sellers in M&A transactions across a broad range of industries, both domestic and cross-border. Some of his representative present and past strategic M&A clients include:

  • Hitachi Zosen Corporation, a major Japanese industrial and engineering company that is publicly-traded on the Tokyo Stock Exchange (TSE: 7004) and has a $1.16B market capitalization
  • One Communications Corp., a large privately-held competitive telecommunications company, the FiberNet division of which was sold to NTELOS Holding Corp. (Nasdaq: NTLS) for $170M and the remainder of which was sold to EarthLink, Inc. (Nasdaq: ELNK) for $370M
  • Matheson Tri-Gas, Inc., a large New Jersey-based industrial gases company, which is a wholly-owned subsidiary of Taiyo Nippon Sanso Ltd., a Japanese conglomerate that is publicly-traded on the Tokyo Stock Exchange (TSE: 4091) and has a $2.576B market capitalization
  • K12 Inc., a leading online education company that is publicly-traded on the New York Stock Exchange (NYSE: LRN) and has a $1.15B market capitalization

John’s venture capital practice consists of representing venture capital funds and emerging growth companies in venture capital and other financing transactions, including “angel round” financings, bridge financings, institutional preferred stock financings and “venture loan” debt financings.

John frequently act as “outside general counsel” to clients, assisting CEOs, CFOs and other management team members with the varied legal matters that arise in the course of their operations, bringing in specialist attorneys to assist when appropriate.

John also represents companies and executives in negotiating legal relationships relating to employment and equity compensation matters, including employment agreements and equity matters in connection with M&A transactions.

Representative Matters

Private Equity M&A Transactions

  • Represented VersaPharm, Inc., a specialty pharmaceutical company and portfolio company of Tailwind Capital Partners, in its acquisition of the generic pharmaceutical business of Allan Holdings, LLC.
  • Represented RathGibson, Inc., a specialty tubing manufacturer and portfolio company of DLJ Merchant Banking Partners, in its acquisition of Mid-South Control Line, Inc., a distributor of specialty tubing to the oil and gas industry.
  • Represented Tailwind Capital Partners and Telegraph Hill Partners in their acquisition of Freedom Innovations, LLC, a maker of high technology prosthetic devices.
  • Represented Tailwind Capital Partners in its bid to acquire Injured Workers Pharmacy, LLC, a mail order pharmacy specializing in workers’ compensation insurance claimants.
  • Represented Tailwind Capital Partners in its acquisition of inflatable cast manufacturer Aircast Incorporated from the family of its founder, a subsequent “sell down” transaction to DLJ Merchant Banking Partners and ultimately the sale of the company to DJ Orthopedics, Inc. (NYSE: DJO), a healthcare devices company.
  • Represented DLJ Merchant Banking Partners in its bid to acquire ladies’ handbag and accessories maker LeSportsSac, Inc.
  • Represented TSG Capital Partners in the sale of its portfolio company Telscape Communications, Inc., a competitive telecommunications services provider focusing on the Hispanic market, to Gemini Capital Partners.
  • Represented Thayer Capital Partners in the sale of its portfolio company Vigilinx, Inc., a network security software provider, to enterprise security solutions company TruSecure, Inc.
  • Represented ACON Investment Group, an affiliate of Texas Pacific Group, in its acquisition of the Friede Goldman Offshore division of Freide Goldman Halter, Inc., an offshore oil rig manufacturing and refurbishment company, in a Section 363 “assets out of bankruptcy” transaction.
  • Represented Iconixx Corporation, an information technology consulting firm and portfolio company of Thayer Capital Partners, in its acquisitions of EnterpriseWorks, LLC, Internet Information Services, Inc. and Lead Dog Design, Inc., all privately-held internet website design and IT consulting firms, in a “roll-up” transaction.
  • Represented Thoma Cressey Equity Partners in its acquisition of hybridigital, inc., an internet website design and advertising company.
  • Represented Thayer Capital Partners in the merger of its portfolio company Travel Associates Network, Inc. with Vacation.com, Inc. and the subsequent sale of the resulting company to Amadeus Global Travel, S.A., an international travel distribution company.

Strategic M&A Transactions

  • Represented Intelligent Power & Energy Research Corporation (IPERC), a privately-held provider of cybersecure, intelligent microgrid control systems in the military, commercial and utility-scale microgrid markets, in the sale of the company to S&C Electric Company, a global provider of switching, protection and control solutions for electric power systems.
  • Represented Line Systems, Inc., a privately-held competitive telecommunications carrier, in its sale to Block Communications, Inc., a large privately-held media conglomerate.
  • Represented Hitachi Zosen Corporation, a publicly-traded Japanese industrial and engineering company (TSE: 7004), in its acquisition of the NAC International division of USEC, Inc., a publicly-traded nuclear energy company (NYSE: USU).
  • Represented One Communications Corp., a large privately-held competitive telecommunications services provider, which was a portfolio company of Columbia Ventures Corp., Soros Management, Varde Partners and Strategic Value Partners, in the sale of its FiberNet division to NTELOS Holding Corp. (Nasdaq: NTLS) and the sale of the remainder of the company to EarthLink, Inc. (Nasdaq: ELNK).
  • Represented Matheson Tri-Gas, Inc., a global provider of specialty industrial gases and gas handling equipment and subsidiary of Taiyo Nippon Sanso (TSE: 4091), in its acquisition of Valley National Gases, a distributor of industrial, medical and specialty packaged gases and related products for commercial and residential applications, from Caxton-Iseman Partners and in its acquisition of Western International Gas and Cylinders, Inc., a manufacturer and wholesale supplier of industrial gases, cylinders, valves and related services.
  • Represented FPL FiberNet, LLC, a fiber-based provider of telecommunications services and subsidiary of NextEra Energy, Inc., a publicly-traded energy provider (NYSE: NEE), in its acquisition of the Texas “longhaul” fiber network of Grande Communications Networks, LLC, a portfolio company of Abry Partners, LLC.
  • Represented West Corporation, a publicly-traded provider of technology-driven communication solutions (Nasdaq: WSTC), in its acquisition of HyperCube, LLC, a provider of telecommunications services to “middle mile” telecommunications service providers, and in its acquisition of Smoothstone IP Communications, Inc., a provider of cloud-based enterprise telecommunications solutions.
  • Represented K12, Inc., a publicly-traded provider of online education services (NYSE: LRN), in its bid to acquire the CompassLearning subsidiary of Reader’s Digest Association in a Section 363 acquisition “assets out of bankruptcy” transaction and in its acquisition of Power-Glide Language Courses, Inc., a privately-held online foreign language course provider.
  • Represented Tata Autocomp Systems, Ltd., an Indian producer of automotive systems and parts, in its bid to acquire Lear Corporation (NYSE: LEA), an automotive interior systems supplier, in a “go shop” transaction competing against American Real Estate Partners, L.P. and other affiliates of Carl Icahn.
  • Represented e-Security, Inc., a privately-held network security technology company that was a portfolio company of Fidelity Ventures, Advanced Technology Ventures, FT Ventures and Updata Venture Partners, in its sale to Novell, Inc. (NASDAQ: NOVL).
  • Represented Tata Communications, Ltd. (formerly VNSL) in its acquisition of Teleglobe International Holdings, Ltd. (NASDAQ: TLGB), a VOIP telecommunications services provider, from Cerberus Capital Partners.
  • Represented Welspun Group, Ltd., an Indian textiles conglomerate, in its bid to acquire American Pacific Enterprises, LLC, a manufacturer and distributor of home textile products, from Genstar Capital Partners.
  • Represented 407 ETR, Ltd., a Canadian toll road operator, in its bid to acquire Schwartz Electro-Optics, Inc., a manufacturer of optical scanning devices, in a Section 363 “assets out of bankruptcy” transaction.
  • Represented F.L. Smithe Machine Company, Inc., a privately-held envelope machine manufacturer, in its acquisition of certain assets of Aquaflex, Inc., a privately-held Canadian printing press manufacturing company.
  • Represented Chicken of the Sea, Inc. in its acquisition of Empress International, Ltd., a privately-held seafood importer and distributor with international operations.
  • Represented PADCO, Inc., a privately-held international project finance consulting firm, in its sale to AECOM Technology Corporation (NYSE: ACM), an international construction management company.
  • Represented The Wilkes Company, a real estate development firm, in the sale of its Washington Archives and Storage, Inc. document storage subsidiary to Recall Total Information Management, Ltd., an international document storage company.
  • Represented HealthASPex, Inc., a provider of third-party health insurance administration (TPA) online solutions, in its acquisition of Diversified Group Administrators, Inc., a TPA, from MedicalControl, Inc. (NASDAQ: MDCL), a healthcare cost management and administration company.

Private Equity Fund Investments

  • Represented China Life Insurance Co., Ltd. (HK: 2628), a large Chinese life insurance company, in its LP investment in LGT Crown Global Secondaries, PLC, a $2B Switzerland-based private equity fund organized under Irish law.
  • Represented Taikang Life Insurance Co., Ltd., a large Chinese life insurance company, in its LP investment in Blackstone Tactical Opportunities Fund II, LP, a $3.5B special situations private equity fund.
  • Represented Taikang Life Insurance Co., Ltd., a large Chinese life insurance company, in its LP investment in GSO European Senior Debt Fund, LP, a €2.5B debt fund.
  • Represented Permodalan Nasional Berhad, a large Malaysian asset management company, in its joint venture with U.S. private equity sponsor Wasserstein & Co., which included a “cornerstone” LP investment in Wasserstein Partners III, LP, a $400M middle-market private equity fund, and acquisition of an ownership stake in the fund’s management company.

Real Estate Transactions

  • Represented Putnam Bridge Funding, a special situations private equity sponsor, in connection with numerous real estate investments, including its acquisition or financing of 54 East 64th Street and 31 Mount Morris Park West in New York City; Oceanview Farm in Amagansett, NY; 136 Field Point Circle in Greenwich, CT; Lerin Hills in Boerne, TX; Harbourside Place in Jupiter, FL; La Ciudadella in San Juan, Puerto Rico; and Puerto Del Rey Marina in Fajardo, Puerto Rico.
  • Represented Woodbine Development, a real estate development firm, in connection with its acquisition, financing and development of 58 East 66th Street and 34 East 62nd Street in New York City.
  • Currently representing The Wilkes Company, a real estate development firm, in connection with its 13,000 square foot mixed-use residential real estate development project at 300 M Street, N.E. in Washington, D.C., including the senior debt, EB-5 mezzanine financing and construction management agreement.

Venture Capital and Angel Financing Transactions

  • Represented Edison Venture Fund in its Series A financing and subsequent Series B financing with Chrysalis Ventures of Regent Education, Inc., a provider of financial aid management software to universities and other educational institutions.
  • Represented Vidsys, Inc., a provider of physical security information management solutions, in its Series B financing and subsequent bridge financing round from Flybridge Capital Partners, Motorola, Inc. and JVAX Investment Group, and its “venture debt” financing from Eastward Capital Partners.
  • Represented Telarix, Inc., a provider of telecommunications routing optimization solutions, in its Series C-1 financing from Edison Venture Fund and RedShift Ventures, its senior “venture debt” financing from Comerica Bank, and its subordinated “venture debt” financing from Gold Hill Ventures/Silicon Valley Bank.
  • Represented Blue Run Ventures (formerly Nokia Venture Partners) in its Series C financing, with RedPoint Ventures, Intel Capital and Finaventures, of ASIP, Inc., a fiber optic equipment technology development company.
  • Represented SES Americom, Inc., a satellite services provider, in its Series A financing, with Ridgefield Capital Partners, of Orbcomm, Inc., a low-orbit satellite technology company.
  • Represented Glycomimetics, Inc., a biotechnology therapeutics company, in its Series A financing from New Enterprise Associates and Advanced Technology Ventures.
  • Represented RockPort Capital Partners in its Series A financing of Aspen Aerogels, Inc., an aerospace technology development company.
  • Represented Sonic Telecommunications International, Ltd., a web-based videoconferencing technology company, in its Series D financing from HSBC and Murjan Holdings.
  • Represented Blumberg Capital Partners in its Series A financing of, with Valley VenturesSeclarity, Inc., a provider of security and privacy solutions to banking and other financial institutions.
  • Represented Broadwave, Inc., a wireless network technology development company, in its angel-round convertible debt financing from various high net worth individuals and subsequent Series A financing from TeleSoft Partners.
  • Represented TecSec, Inc., an encryption technology development company, in its Series B financing from Boeing Corporation.
  • Represented Alternative Broadband Access, Inc., a provider of wireless high-speed internet access service, in its angel-round convertible debt financing from America Online, Inc.
  • Represented CDEX, Inc., a drug and weapon chemical detection technology company, in its angel-round convertible debt financing from various high net worth individuals.

Presentations and Speaking Engagements

  • "Pursuing or Defending Against M&A Post-Closing Indemnification Claims: Guidance for Deal Counsel," Strafford CLE Webinar, October 2016. 
  • "Advanced M&A - Deeper Dive Topics and Practical Tips," Association of Corporate Counsel CLE Seminar, October 2016.
  • "Advanced Mergers & Acquisitions," American Management Association/Mitsui USA CPE Seminar, February 2016.
  • "Course on Mergers and Acquisitions: Legal Aspects," American Management Association CPE Seminar, December 2015 and 2016.
  • "Private Equity M&A Key Deal Terms: Reverse Break Fees, Seller Remedies and Post-Closing Indemnity," Strafford CLE Webinar, June 2014.
  • "Drafting M&A Purchase Price Adjustment Clauses," Strafford CLE Webinar, May 2014.
  • "The M&A Sale Process: From Term Sheet to Closing," Lexis-Nexis CLE Seminar/Webinar, July 2013.

Publications

Professional and Community Involvement

  • New York State Bar Association
  • District of Columbia Bar Association
  • American Bar Association

Rankings and Recognition

  • Recognized in The Legal 500 United States for M&A/Corporate (2016).

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Education

  • Georgetown University Law Center, J.D., cum laude, 1998
  • Stony Brook University, State University of New York, B.S., magna cum laude, 1994
    Elected to the Phi Beta Kappa national honor society

Bar Admissions

  • 1999 New York
  • 2000 District of Columbia