Overview
Mark J. Mihanovic, head of the Firm’s Bay Area Transactions Group, primarily focuses his practice on corporate finance matters and mergers and acquisitions (M&A). He represents companies in a broad range of industries, with particular emphasis on the technology, life sciences and healthcare sectors.
Mark serves as lead counsel on behalf of issuers and underwriters in public offerings and private placements of equity and debt securities. He handles stock and asset acquisitions, divestitures, mergers, proxy fights and joint ventures and has had primary oversight responsibility for the regional and worldwide acquisition programs of multiple clients. Mark represents early-stage companies in connection with formation and organizational issues and venture capital and has also represented investors in complex venture capital transactions involving equity and debt.
Mark has substantial experience advising corporate boards of directors and management regarding fiduciary duties, including in connection with potential change in control transactions and consideration of “poison pill” stockholders rights plans, and corporate governance issues. He assists publicly traded companies with their U.S. Securities and Exchange Commission (SEC) filings and other securities compliance matters. He also advises investment banks on securities compliance issues and in acting as a financial adviser and delivering fairness opinions in the context of acquisitions and restructurings.
Mark has lectured at various external and McDermott-sponsored programs on topics such as public offerings, emerging company and venture capital issues and corporate governance matters. He has also spoken on mergers and acquisitions and other corporate-law-related topics in various client seminars and has served as a guest lecturer for transaction-related courses at the University of Michigan Law School and Stanford Law School.
Results
- Represented Apollo Medical Holdings, Inc., a publicly traded physician practice management company, in its business combination transaction (valued at approximately $300 million) with Network Medical Management, Inc.
- Represent affiliated companies Aura Consolidated Group, Inc. and Pango Group, Inc., providers of online safety solutions, on general corporate and transactional matters, including in (1) a multipart transaction involving (i) the formation of a new Aura entity by iSubscribed Inc. and two principal equity investors to effect a tender offer acquisition of Intersections, Inc. and the completion of such acquisition and (ii) the subsequent business combination of iSubscribed with Aura and Intersections; (2) an approximately $250 million stock-for-stock acquisition of Pango Holdings; (3) a $150 million Series E preferred stock financing round led by Warburg Pincus LLC; (4) the acquisition of Comparitech, a UK-based company, for consideration including cash and an earn-out; (5) a $200 million Series F preferred stock financing round led by Madrone Capital Partners; (6) the acquisition of Circle Media Labs, Inc.; (7) internal restructuring and spin-off transactions and (8) an approximately $60 million Series G preferred stock financing round
- Represented Baker Rock Crushing Co. and affiliates in the sale thereof to Knife River Corporation, a subsidiary of MDU Resources Group Inc.
- Represented Class Technologies, Inc., a provider of virtual learning software tools, in (1) its carve-out acquisition from Anthology, Inc. of Anthology’s virtual learning software business, including equity and debt financing for the acquisition and going-forward technology and intellectual property collaboration arrangements, (2) its acquisition of CoSo Cloud, LLC, (3) a Series C preferred stock equity financing and (4) a modification of its debt facilities and increase in financing under such facilities
- Represented Clinigence Holdings, Inc., an OTC-traded healthcare company, in its business combination transaction with a Texas-based micro-hospitals company and resultant uplisting from OTC to NASDAQ and multibillion dollar post-transaction valuation
- Represented Corindus Vascular Robotics, Inc. in an approximately $50 million underwritten public offering
- Represented Cryoport, Inc., a publicly traded provider of logistics solutions for biopharmaceutical companies, in its acquisitions of France-based CRYOPDP for €49 million and Bluebird Express, a New York-based specialty courier
- Serve as outside counsel to the Board of Directors of Faraday Future Intelligent Electric Inc., a publicly-traded global shared intelligent electric mobility ecosystem company
- Represent Fowler Property Acquisitions, LLC, a San-Francisco-based real estate company in (a) the formation and capitalization of numerous new real estate investment funds (including real estate investment trusts (REITs)) and (b) in the acquisition of a Texas-based REIT
- Represented Healthcare Trust of America, Inc., a publicly traded REIT, in its $18 billion business combination transaction with another publicly traded REIT, Healthcare Realty Trust Incorporated
- Represented Inovalon, a provider of cloud-based software solutions for data-driven healthcare, in its acquisition of VigiLanz Corporation, a hospital management software provider that offers real-time clinical intelligence and insight
- Represented Intuitive Surgical, Inc. in connection with a joint venture in China with Chinese conglomerate Fosun International Limited
- Represent O’Neill Wetsuits, LLC, a surf-and snow-wear company, in connection with (1) the sale of its worldwide trademark portfolio and other assets to SISCO Textiles NV, (2) its Design Manufacturing and Development License with the current owner of the O’Neill brand and (3) other general corporate and transactional matters
- Represent publicly traded OSI Systems, Inc. in connection with its SEC securities filings and corporate governance matters
- Represented Premier, Inc. (1) in its (a) Up-C reorganization, approximate $900 million initial public offering and (b) $120 million and $140 million Company-Directed public offerings by selling member-owner stockholders and (2) as general outside securities and corporate governance counsel
- Represented Prime Therapeutics, Inc., a leading pharmacy solutions organization, in (a) its $1.35 billion acquisition of the Magellan Health Inc. pharmacy business from Centene Corporation and (b) its minority investment and strategic alliance transaction with CapitalRx, Inc., a healthcare technology solutions provider
- Represented QuantumWise, a Denmark-based software company, in connection with its sale to Synopsys
- Represented Virttu Biologics Ltd., a UK-based life sciences company, in its sale to Sorrento Therapeutics, Inc.
Recognitions
- Best Lawyers in America, Corporate Law, 2019-2025 (Northern California and Southern California)
- Legal 500 US, 2015-2019
Credentials
Education
University of Michigan Law School, JD, 1985
University of Michigan, BA, 1982
Admissions
California
New York
