John M. Coogan, Jr.
Partner
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103-4196
USA
Phone: +1 215 979 1245
Fax: +1 215 689 1990
Email: JMCoogan@duanemorris.com

John M. ("Jay") Coogan, Jr. is a partner in the Corporate Practice Group in the Philadelphia office of Duane Morris LLP. Mr. Coogan counsels publicly-held and private companies and private equity and other investment firms in mergers and acquisitions, securities offerings, venture capital financings and the establishment of startup enterprises and emerging businesses. Mr. Coogan’s clients invest in and operate enterprises across a wide variety of industries, including technology, healthcare, business services, energy and consumer products. As an adjunct member of the Duane Morris Health Law Practice Group, he also advises non-profit and for-profit healthcare enterprises in business and regulatory matters.

Mr. Coogan is a 1985 magna cum laude graduate of Tulane University School of Law, where he was awarded the Dean's Medal and elected to the Order of the Coif, and a graduate of Vanderbilt University. He also served as clerk to Justice Andrew G.T. Moore II of the Supreme Court of the State of Delaware. He regularly serves on the boards of various business and charitable organizations in the greater Philadelphia region, and is an active member of PACT and the Association for Corporate Growth.

Areas of Practice

• Mergers and Acquisitions
• Corporate and Securities
• Health Law

Representative Matters

Capital Markets

• Represented The Bon-Ton Stores, Inc. in comprehensive $1.8 billion financing of the acquisition of assets comprising 140 stores from Saks Incorporated, with $1.0 billion in senior secured debt, $550 million in debentures issued under Rule 144A, and $250 million in real-estate-backed securities.
• Represented Mirage Resorts, Inc. in its sale of $300 million in principal amount of debentures in a Rule 144A offering.
• Represented NovaCare, Inc. in its public offering of $175 million in principal amount of convertible subordinated debentures.
• Represented Philadelphia Brokerage Corporation in its role as advisor to Quadramed Corporation in its offering of $100 million of convertible preferred stock under Rule 144A.
• Represented RehabClinics, Inc. in its initial public offering of its common stock.
• Represented The Bon-Ton Stores, Inc. in a $42 million follow-on public offering of common stock.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to BMP Sunstone, Inc. in its $32.6 million registered direct offering of common stock and warrants.
• Represented Philadelphia Brokerage Corp. in its role as placement agent for to VendingData Corporation in its $27.5 million common stock PIPE offering.
• Represented RMH Teleservices, Inc. in its $23.4 million common stock PIPE offering.
• Represented Philadelphia Brokerage Corporation in its role as placement agent in the private placement of $22 million in principal amount of convertible notes by a specialty mining concern.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to Broadcast International Inc. in $15 million common stock PIPE offering.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to BMP Sunstone, Inc. in its $15 million common stock PIPE offering.
• Represented Philadelphia Brokerage Corporation in its role as placement agent in $10 million registered direct common stock offering by Axion Power International, Inc.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to BMP Sunstone, Inc. in its $7 convertible debt PIPE offering.
• Represented Encorium, Inc. in its $5 million common stock PIPE offering.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to BMP Sunstone, Inc. in its $5 million common stock PIPE offering.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to SMF Energy in its $3.3 million common stock PIPE offering.
• Represented Philadelphia Brokerage Corporation in its role as placement agent to Mile Marker, Inc. in its $3 million convertible note offering.

Mergers and Acquisitions

• Represented The Bon-Ton Stores, Inc. in its $1.1 billion acquisition of 140-store chain from Saks Incorporated.
• Represented NovaCare, Inc. in its $248 million acquisition of publicly traded Orthopedic Services, Inc.
• Represented NovaCare, Inc. in its $200 million acquisition of publicly traded RehabClinics, Inc.
• Represented The Bon-Ton Stores, Inc. in the contested acquisition of publicly traded Elder-Beerman, Inc., prevailing over a management-backed LBO bidder.
• Represented the owners of Penn Fishing Tackle Manufacturing Co. in its sale to K2, Inc. for an undisclosed sum.
• Represented the special committee of the board of directors of publicly traded STV Group, Inc. in a going-private sale to its employee stock ownership plan (ESOP).
• Represented Philadelphia Brokerage Corporation in the delivery of its fairness opinion in connection with the $521 million acquisition of BMP Sunstone by Sanofi-aventis.
• Represented NovaCare, Inc. in its $95 million acquisition of Rehab Systems Company.
• Represented Lehigh Gas Partners in its $43 million cash acquisition of Express Lane Inc.
• Represented Guardian Capital Partners in the sale of Sure Fit Inc. to Focus Products Group for an undisclosed sum.
• Represented Guardian Capital Partners in the acquisition of a controlling interest in Kwik Tek Inc. for an undisclosed sum.
• Represented Guardian Capital Partners in its acquisition of majority interest in R&D Circuits, Inc., a New Jersey-based manufacturer of printed circuit boards, for an undisclosed sum.
• Represented Maverick Network Solutions, Inc. in its sale to FiServ, Inc. for an undisclosed sum.
• Represented Guardian Capital Partners in its acquisition of Sure Fit, Inc., a home products company, from D.E. Shaw, Inc. for an undisclosed sum.
• Represented Youbill Inc. in its sale to Constellation Software Inc. (TSX:CSU) for an undisclosed sum.
• Represented a private investor in the acquisition of TransEco Energy Corporation, a North Carolina–based provider of compressed natural gas (CNG) conversion services to commercial vehicle fleets.
• Represented Smith Mack Holdings, Inc. in its sale to BGC Partners Inc. for an undisclosed sum.
• Represented NovaCare, Inc. in its $30 million acquisition of Rehabilitation Hospital Corporation of America.
• Represented Philadelphia Chewing Gum Corporation in its sale to Toronto-based Concord Confections for an undisclosed sum.

Venture Capital

• Represented NewSpring Growth in leading a $12 million round of Series B funding for Mobiquity.
• Represented Flipswap, Inc. in placement of $14 million in Series B convertible preferred stock with RRE Ventures and NGEN.
• Represented Careerminds Group, Inc., in two rounds of an aggregate $1.285-million series A round of venture capital financing.
• Represented SUNRx, Inc. in the placement of Series A preferred stock with NLM Capital Partners, Inc.
• Represented Westland Ventures in its investment in Royal Gypsy Tea Company.
• Represented Maverick Network Solutions, Inc. in its placement of Series A convertible preferred stock with Emerald Stage2 Ventures, Innovation Fund and Trestle Ventures.
• Represented RCD Technologies, Inc. in placement of series A convertible preferred stock with NextStage Capital and Zon Capital.
• Represented Lead Intelligence, Inc. in its initial $1.7 million series A round of venture capital funding lead by Genacast Ventures.
• Represented Seevolution, Inc. in its initial rounds of convertible debt financing.
• Represented Serpin Pharma, LLC in its initial round of equity financing.

Healthcare

• Represented Rittenhouse Senior Living in its acquisition of a series of assisted-living facilities.
• Represented Jefferson Health System in the acquisition by one of its affiliate hospitals of the acute-care operations of St. Agnes Hospital.
• Represented New Courtland Elder Services in the acquisition of Kearsley Continuing Care Center.
• Represented assisted-living-facility manager Proformance Senior Living Management in its initial acquisition of assisted-living facilities from Genesis Health Ventures.
• Represented specialty pharmacy benefit administration services company in the sale of non-core assets to national health care information services company.

Professional Activities

• Active in Early Stage East, Chair for Early Stage East Conference 2005
• Philadelphia Alliance for Capital and Technology; event chair for IMPACT 2011 Conference

Admissions

• New York
• Pennsylvania

Education

• Tulane Law School, J.D., magna cum laude, 1985
• Vanderbilt University, B.A., 1980

Experience

• WolfBlock LLP
  - Vice Chair of Corporate Department, 2000-2006
  - Partner, 1998-2006
  - Associate, 1996-1998
• NovaCare, Inc.
  - Assistant General Counsel, 1992-1996
• Haythe & Curley
  - Associate, 1989-1992
• Cravath, Swaine & Moore
  - Associate, 1986-1989
• Supreme Court of Delaware
  - Judicial Clerk to Justice Andrew G.T. Moore, II, 1985-1986

Board Memberships

• Business Advisory Board, National Foundation for Celiac Awareness
• Business Advisory Council, Elwyn

Honors and Awards

• Listed in Chambers USA: America's Leading Lawyers for Business, 2010, 2011, 2012 and 2013

Selected Publications

• Co-author, "JOBS Act Enacted, Imposes Substantial Deregulation on the Mechanics of Securities Offerings," Duane Morris Alert, April 13, 2012
• Co-author, "Delaware Chancery Court Refines Applicability of Entire Fairness and Business Judgment Standards of Review for Certain Merger Transactions," Duane Morris Alert, November 10, 2009

Selected Speaking Engagements

• Panel Moderator, "Titans of Technology," IMPACT 2012, Philadelphia, November 7, 2012
• Panel Moderator, "Navigating the Strategic Landscape: A Corporate Buyer's Perspective," IMPACT 2010, Philadelphia, November 10, 2010
• "TATRC – Pitching New Federal Lab Technologies to the Experts," National Association of Seed and Venture Funds 2010 Conference, Baltimore, October 14, 2010
• "Recent Developments in Top-Up Options," SEC Hot Topics Institute, Philadelphia, September 28, 2010
• Panel Moderator, "Corporate Developments – Strategic Buyer Insights," MAC Conference 2009, Philadelphia, November 4, 2009
• Panel Moderator, "Looking Forward – Capital Markets 2009," MAC Conference 2008, Philadelphia, December 3, 2008
• "Selecting the Appropriate Legal Structure for Your Organization: LLCs, S-Corps, C-Corps or Partnerships," MAC Conference 2007, Philadelphia, October 24, 2007
• "Venture Capital in Philadelphia," National Black MBA Association, Philadelphia Chapter, Philadelphia, April 30, 2007
• "Private Equity and Health Care," Federal Reserve Branch Lead Examiners Conference, Philadelphia, April 26, 2007