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A team of Latham & Watkins attorneys represented private equity investment firm Behrman Capital in its $303 million acquisition of a family-owned defense and industrial products company. The all-cash deal, which closed April 11, gives Behrman Capital a two-thirds stake in New York’s ILC Industries Inc. Under the terms of the deal, ILC Industries CEO Clifford Lane will retain a minority stake in the company. Lane previously owned the company, along with his two siblings, who sold their stake in the deal. Peter Kerman, a partner in Latham’s Silicon Valley office, led a diverse group of 10 lawyers who began working on the deal toward the end of 2002. The deal took a little longer to complete than typical transactions, said Kerman, because of the various interests involved. “Here, we had more than one person who was interested in the sales process,” he said. In addition to Proskauer Rose, which represented ILC Industries, four other firms also pitched in on the transaction. Skadden, Arps, Slate, Meagher & Flom represented the family members/majority shareholders. Cahill Gordon & Reindel represented the banking lenders involved in the deal, and White & Case represented the mezzanine lenders. And because ILC Industries, which manufacturers materials used in gas masks and space suits, does a lot of government contract work, Fried, Frank, Harris, Shriver & Jacobson was brought in to represent the company on regulatory matters. In addition to Kerman, Latham’s crew consisted of San Francisco corporate associates Peter McCabe, Daniel McBride and Shannon Eagan; Washington, D.C., government contracts partner David Hazelton; Los Angeles financing partners John Jameson and Neil Cummings and associates Jason Silvera and John Hassig; and Los Angeles tax partner Laurence Stein and associate Emma Cheung. The Proskauer team was led by New York corporate partner Michael Feldman. The rest of the team included corporate associates Yuval Tal, Stephen Devaney, Stacey Moore and Deniz Haupt; Stuart Rosow handled tax matters along with associate Michael Swiader; partner Perry Cacace handled real estate issues, and partner Dale Schreiber focused on insurance. DELTAGEN INC. Redwood City biotech company Deltagen Inc. netted $10 million in funding in a deal led by Orrick, Herrington & Sutcliffe. The Orrick team helped Deltagen, a public company, secure the financing in a private stock offering, called a PIPE, or private investment public entity. In a PIPE, a small group of existing investors, typically venture capital funders, are able to purchase new shares of preferred stock in the company. PIPEs are common in the current bear market, said Alan Talkington, a partner at Orrick’s San Francisco office who headed up the deal. “The public markets are pretty much closed to biotech . . . doing transactions with existing investors are often the only realistic financing available.” In the past year, Talkington estimates he’s done three or four PIPE transactions, while his office has worked on 10 or 15 such deals. In addition to the $10 million private placement, the Deltagen transaction included a $5 million bridge loan to assist the company in the interim period until the PIPE deal closes. Talkington lead a team of Orrick attorneys that included San Francisco partner Dora Yun Mao, Silicon Valley partner Lowell Ness, Sacramento partner Marc Levinson, and San Francisco associates Scott Porter and Emmeline Graham, as well as Los Angeles associate Claudio Chavez. Two of the private investors in the deal were represented by Latham & Watkins Silicon Valley partner Michael Hall and associates Nicholas O’Keefe and Namee Oberst. Greg Beattie, an Oakland partner at Reed Smith Crosby Heafey, represented the other private investor.

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