Richard A. Silfen
- Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103-4196
Phone: +1 215 979 1225
Fax: +1 215 827 5548
Richard A. Silfen practices in the area of corporate law with concentrations in mergers and acquisitions as well as securities. Mr. Silfen also seeks to leverage his prior board service and senior executive experiences to benefit clients of the firm.
In the area of M&A, Mr. Silfen regularly advises publicly traded and privately held companies, boards of directors and special committees and fund sponsors and their portfolio companies in mergers and acquisitions and related strategic matters. In addition, Mr. Silfen advises clients in connection with control and non-control investments in publicly traded and privately owned businesses.
In the area of securities, Mr. Silfen advises publicly traded companies in connection with public and private equity and debt securities offerings and counsels privately owned companies in their efforts to become publicly traded. He also works with clients to facilitate public reporting and advises on compliance with applicable securities regulations. Mr. Silfen also advises fund sponsors and their portfolio companies in securities and other capital-raising transactions.
Mr. Silfen also assists emerging and private equity-backed companies to develop plans for the growth and development of their businesses and technologies, including collaborative and strategic partnerships, and joint venture arrangements.
Since 2009, during Mr. Silfen’s prior tenure with Duane Morris, Chambers USA: America's Leading Lawyers for Business included him as one of the leading corporate lawyers in Pennsylvania. Mr. Silfen has been included in two categories of Chambers listings: Corporate/M&A & Private Equity and Corporate/M&A: Securities. Chambers further described Mr. Silfen as "a very smart lawyer." Mr. Silfen joined Duane Morris in June 2015, having served as executive vice president and general counsel of VEREIT, Inc. (formerly American Realty Capital Properties, Inc.) from March 2014 through May 2015.
Mr. Silfen is a 1987 graduate of the University of Alabama School of Law and a 1983 graduate of Baylor University with a B.A. in Physics.
Areas of Practice
- Corporate and Securities
- Mergers and Acquisitions
- Corporate Law
- Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS) in connection with its announced effort to seek strategic alternatives, culminating in a strategic collaboration with Amgen Inc. (NASDAQ: AMGN) for Unilife's wearable injectable drug delivery systems to use with Amgen's biologics and other medicines. The deal provides Unilife with investments of up to $90 million from Amgen and restructures Unilife's existing debt with OrbiMed.
- Represented the special committee of the Board of Directors of JAVELIN Mortgage Investment Corp. (NYSE: JMI) in a merger in which ARMOUR Residential REIT, Inc. (NYSE: ARR) acquired JAVELIN for $85.2 million, with its $900 million of assets, in a cash tender offer.
- Represented Quest Diagnostics in the sale of a stream of royalty revenue from commercialization of the drug candidate Ibrutinib to Royalty Pharma for $485 million in cash.
- Advised Cole Corporate Income Trust, Inc. in connection with its $3.1 billion cash election merger in which it was acquired by Select Income REIT (NYSE: SIR).
- Represented VEREIT, Inc. (NYSE: VER) (formerly American Realty Capital Properties, Inc.), a NYSE-traded REIT, in a merger transaction valued at $3.1 billion to acquire American Realty Capital Trust IV, Inc., a "non-traded" REIT. The combined company as a result of the merger had pro forma enterprise value of $10 billion.
- Represented VEREIT, Inc. (NYSE: VER) (formerly American Realty Capital Properties, Inc.), a NYSE-traded REIT, in its $3.2 billion "reverse" merger to acquire American Realty Capital Trust III, Inc., a "non-traded" REIT. The deal was structured as a cash-election merger in which the cash portion of the consideration was limited to 30% of the aggregate merger consideration.
- Represented stockholders of Topaz Pharmaceuticals, Inc. in its sale to Sanofi-Pasteur, the vaccines unit of French pharmaceutical company Sanofi-Aventis, in advance of the FDA's approval of the Pennsylvania biopharmaceutical company's new drug application for Sklice lotion, an ivermectin-based topical treatment.
- Represented FMC Corp. (NYSE:FMC), a leading global chemicals company, in its multinational acquisition of the assets of Adventus Group, including patents and intellectual property related to bioremediation technology for chlorinated organic compounds, pesticides and hazardous metals, from two private equity firms. The consideration provided in connection with the acquisition was not disclosed.
- Represented Orthovita, Inc., a NASDAQ-traded specialty spine and orthopedic company with a portfolio of orthobiologic and biosurgery products, in its agreement to be acquired by Stryker Corp. for $316 million through a cash tender offer followed by a second-step merger.
- Served as lead counsel to N Brown Group plc, a UK listed retailer and fashion group, in its acquisition of Figleaves Global Trading Limited, which trades as Figleaves.com, an Internet-based retailer of lingerie. N Brown Group paid 11.5 million pounds (approximately $17.1 million) to acquire the entire share capital, brand and website of Figleaves.
- Advised the special committee of the board of directors of a NASDAQ-traded global manufacturer, marketer and distributor of consumer products on a strategy that defeated a hostile-takeover effort by activist fund La Grange Capital Partners, LP. The strategy included the board's adoption of a "poison pill" that contained a novel feature requiring that any poison-pill-related matters following a change of control be approved by shareholders representing a "majority of the minority."
- Represented a NASDAQ 100 international biopharmaceutical company in making an unsolicited proposal to acquire a NASDAQ-traded biopharmaceutical company that had announced its entry into a merger agreement with a strategic acquirer. The unsolicited proposal led to the termination of the existing merger agreement and the subsequent acquisition by the international biopharmaceutical company for a cash purchase price in excess of $500 million.
- Represented a NASDAQ 100 international biopharmaceutical company in the formation of a $100 million joint venture to fund marketing and other commercial activities for certain of its proprietary marketed products.
- Represented a NASDAQ 100 international biopharmaceutical company in its proposed acquisition of an Australian Stock Exchange-traded company that marketed a novel, proprietary cancer therapeutic product through a cash takeover bid valued in excess of US$150 million.
- Represented a leading NYSE-traded international real estate investment trust (REIT) in its efforts to make an approximately $2.5 billion cash acquisition of a NYSE-traded industrial REIT.
- Represented a leading NYSE-traded international REIT in its efforts to merge with a suburban office REIT in a transaction valued in excess of $13 billion.
- Represented a leading global provider of centralized core-diagnostic electrocardiographic (ECG) services to the pharmaceutical, biotechnology and medical device industries in its approximately $50 million cash acquisition of a complementary business from a NYSE-traded CRO and its related entry into an exclusive 10-year marketing agreement for the seller to offer its clients the acquirer's services.
- Represented a NYSE-traded specialty REIT in its formation and approximately $70 million private equity capital raise to fund its launch and initial acquisitions of properties.
- Represented a NASDAQ-traded developer of advanced technology medical molecular diagnostic products in its approximately $60 million acquisition of the NASDAQ-traded developer and marketer of proprietary genomic and molecular diagnostics products.
- Represented a NASDAQ-traded developer of advanced technology medical molecular diagnostic products in its acquisition of the Toronto Stock Exchange-traded developer and marketer of point-of-care medical molecular diagnostic tests.
- Represented a NASDAQ-traded owner and operator of private schools in its private equity-backed, management-led "going private" leveraged buyout transaction.
- Represented a NASDAQ-traded global industrial automation software company in its sale to an Israeli, NASDAQ-traded software company.
- Represented a NASDAQ-traded provider of business technology software for the durable goods distribution market in its approximately $70 million sale to two private equity groups.
- Advising a leading NYSE-traded international REIT in its approximately $900 million acquisition of a NYSE-traded REIT.
- Represented Diamond Offshore Drilling, Inc. (NYSE: DO) in the $1.0 billion public offering of its senior notes.
- Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire and develop energy assets.
- Represented Lehigh Gas Partners LP (NYSE: LGP), a wholesale motor fuel distributor, in connection with its $138 million initial public offering.
- Represented pharmaceutical, biopharmaceutical and biotechnology companies in securities offerings raising in excess of $5 billion of debt, equity and convertible securities, including senior debt, mezzanine and other subordinated debt, securities issued in connection with derivative trading strategies and equity-linked securities, in registered and private transactions.
- Represented a NYSE-traded suburban office and industrial REIT in public offerings of common shares, preferred shares and debt securities raising in excess of $5 billion.
- Represented a NYSE-traded specialty REIT focused on student housing and military housing in its approximately $350 million initial public offering.
- Represented a NASDAQ-traded biomaterials company in the issuance of $45 million of mezzanine debt, restructuring the company's balance sheet and providing access to grow capital.
- Represented a NASDAQ-traded biomaterials company in an approximately $35 million investment by a private equity group.
- Represented a NYSE-traded mid-Atlantic-based suburban office REIT in securities offerings of common shares, preferred shares and debt securities raising in excess of $300 million.
- Represented the founder and controlling stockholder of a NYSE-traded REIT specializing in the ownership and operation of neighborhood and community shopping centers in its initial public offering raising approximately $450 million.
- Represented a NYSE-traded owner and operator of one of the largest independent refined petroleum products pipeline systems in the United States in its 144A offering $150 million of notes.
- Represented a NYSE-traded, leading provider of water and wastewater utility services throughout the United States in registered securities offerings raising in excess of $300 million.
- Represented a NASDAQ-traded owner and operator of private schools in connection with investments made by a private equity group and efforts to restructure the PEG investment.
Mergers and Acquisitions
Capital Markets Transactions
- The University of Alabama School of Law, J.D., 1987
- Baylor University, B.A. (Physics), 1983
- Duane Morris LLP
- Partner, 2007-2014, 2015-present
- VEREIT, Inc. (formerly American Realty Capital Properties, Inc.)
- Executive Vice President, General Counsel and Secretary, 2014-2015
- Cangen Biotechnologies, Inc.
- President and Chief Financial Officer, 2004-2006
- Morgan, Lewis & Bockius LLP
- Partner, 2000-2004
- Wolf, Block, Schorr and Solis-Cohen LLP
- Vice Chairman, Corporate Department, 1999-2000
- Partner, 1996-2000
Honors and Awards
- Listed in Chambers USA: America's Leading Lawyers for Business, 2009-2013
- Listed in Pennsylvania Super Lawyers, 2011-2012
- GMH Communities Trust (sold in two separate transactions to American Campus Communities, Inc. (NYSE: ACC) and Balfour Beatty plc (LSE: BBY) in 2008.)
- Chairman, Nominating and Governance Committee of Board of Trustees
- Chairman, Special Committee of the Board of Trustees, 2006
- Chairman, Nominating and Governance Committee of the Board of Trustees, 2004-2008
- Member, Audit Committee of the Board of Trustees, 2004-2008
- Co-author, "Guide to Publicly Offered Private Placements Under New Rule 506(c)," Duane Morris Alert, September 26, 2013
- Co-author, "NASDAQ Proposes Listing Rules Relating to Compensation Committees," Duane Morris Alert, October 12, 2012
- Co-author, "NYSE Proposes Listing Standards Relating to Compensation Committee Member Independence and Compensation Committee Advisers," Duane Morris Alert, October 2, 2012
- Co-author, "SEC Rule Proposal Would Permit Public Offerings in "Private Placements" and Facilitate Capital Formation," Duane Morris Alert, September 13, 2012
- Co-author, "SEC Adopts Final Rule on Disclosure of Payments by Resource Extraction Issuers," Duane Morris Alert, August 30, 2012
- Co-author, "SEC Adopts Final Rule on Disclosure of Use of Conflict Minerals," Duane Morris Alert, August 29, 2012
- Co-author, "SEC Adopts Rules on Independence of Compensation Committees and Compensation Advisers; New Listing Standards to Be Proposed by September 25, 2012," Duane Morris Alert, June 27, 2012
- Co-author, "JOBS Act Enacted, Imposes Substantial Deregulation on the Mechanics of Securities Offerings," Duane Morris Alert, April 13, 2012
- Author, "Due Diligence Review of Internal Controls: Focusing Beyond the Numbers," Deal Lawyers, November-December 2007
Selected Speaking Engagements
- Speaker, RR Donnelley's SEC Hot Topics Institute, Philadelphia, Pennsylvania, 2011-2013, 2015
- Speaker, Strafford Publications' "Going Private Transactions: Deal Structure Considerations, SEC Disclosure Obligations, Fiduciary Duties and More," October 15, 2015
- Discussion Leader for Roundtable: "Public Non-Listed REITs," REITWise 2014, NAREIT's Law, Accounting & Finance Conference, April 4, 2014
- Speaker, "Navigating Today's REIT Terrain: What Lies Ahead?," Global REIT Summit 2013, New York City, October 2, 2013
- Moderator, "Biotech Perspective's on Key Considerations for Structuring a Winning Deal" panel, Pharmaceutical Collaboration and Transaction Accounting Conference, September 18, 2007
- Speaker, "Internal Controls: The Latest Developments," Society of Corporate Secretaries & Governance Professionals Mid-Atlantic Chapter – Annual Meeting Program, Philadelphia, Pennsylvania, May 21, 2007