Richard A. Silfen
Partner
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103-4196
USA
Phone: +1 215 979 1225
Fax: +1 215 689 4385
Email: rasilfen@duanemorris.com

Richard A. Silfen heads the Capital Markets Group of the firm's Corporate Practice Group and practices in the area of corporate law with concentrations in securities and mergers and acquisitions. Mr. Silfen advises publicly traded companies in connection with public and private debt and equity securities offerings. He also advises companies with regard to mergers and acquisition transactions. Mr. Silfen also advises clients in connection with private equity investments in publicly traded and privately owned issuers, senior, high-yield, mezzanine and other debt issuances using complex structures and restructurings of multi-layer debt.

In addition, Mr. Silfen assists emerging and other businesses to develop plans for the growth and development of their businesses and technologies, including financing transactions, collaborative and strategic partnerships, and joint venture arrangements. Mr. Silfen also works with clients to facilitate public reporting and analysis of operating results, advises on internal audit functions and other Sarbanes-Oxley compliance, and works with clients to support and enhance strategies for communication with security analysts and investors.

Chambers USA: America's Leading Lawyers for Business has included Mr. Silfen in its editions since 2009 as one of the leading corporate lawyers in Pennsylvania for his advice on M&A, private equity and securities matters. Mr. Silfen has been included in two corporate categories for Chambers listings: Corporate/M&A & Private Equity and Corporate/M&A: Securities. Chambers says that Mr. Silfen is described as "a very smart lawyer." He advises on M&A, private equity and securities matters.

Mr. Silfen is a 1987 graduate of the University of Alabama School of Law and a graduate of Baylor University.

Areas of Practice

• Corporate and Securities
• Mergers and Acquisitions
• Corporate Law

Representative Matters

Mergers and Acquisitions

• Represented American Realty Capital Properties, Inc. (NASDAQ: ARCP), a NASDAQ-traded real estate investment trust (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 will have pro forma enterprise value of $10 billion and will be the second largest REIT in the triple net lease sector.
• Represented American Realty Capital Properties, Inc. (NASDAQ: ARCP), a NASDAQ-traded real estate investment trust (REIT), in its $3.2 billion "reverse" merger to acquire American Realty Capital Trust III, Inc., a "non-traded" REIT. The deal is structured as a cash-election merger in which the cash portion of the consideration will be limited to 30% of the aggregate merger consideration. The combined company is expected to rank among the five largest triple net lease REITs in the United States.
• 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, which include patents and intellectual property related to bioremediation technology for chlorinated organic compounds, pesticides and hazardous metals, from two private equity companies. 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 an all-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 entry into a merger agreement with a strategic acquirer. The unsolicited proposal led to the termination of the 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.
• Advised a leading NYSE-traded international REIT in its approximately $900 million acquisition of a NYSE-traded REIT.

Capital Markets Transactions

• 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 growth 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, leading provider of water and wastewater utility services throughout the United States in registered securities offerings raising in excess of $300 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 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.

Admissions

• Pennsylvania
• Florida

Education

• The University of Alabama School of Law, J.D., 1987
• Baylor University, B.A., 1983

Experience

• Duane Morris LLP
  - Partner, 2007-present
• 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

Board Memberships

• 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

Honors and Awards

• Listed in Chambers USA: America's Leading Lawyers for Business, 2009, 2010, 2011, 2012 and 2013
• Listed in Pennsylvania Super Lawyers, 2011-2012

Selected Publications

• 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, "Accounting Issues," RR Donnelley's SEC Hot Topics Institute, Philadelphia, Pennsylvania, September 21, 2011
• 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