Jay Coogan

Partner

cooganj@ballardspahr.com
Tel 215.864.8518
Fax 215.864.8999
Philadelphia

Jay Coogan represents private equity, venture capital, and other investment firms—as well as privately held companies—in mergers and acquisitions, securities offerings, venture capital financings, and the establishment of startup and emerging businesses.

Jay's clients invest in and operate enterprises spanning a range of industries, including technology, manufacturing, business services, consumer products, and health care. He also works with institutional investors in the purchase, sale, financing, and operation of their portfolio companies.

As outside general counsel to private companies, Jay advises on legal and business matters, such as regulatory matters, entity formation, corporate governance, capitalization, equity compensation, capital raising, and customer or vendor contracts.

The health care industry is a particular area of strength. Jay has advised health systems, MSOs, rehab, senior care, and HCIT companies on transactions and compliance, and he is the former General Counsel of a NYSE-traded national medical rehabilitation services provider.

His experience includes:

  • helping private equity firms build out their portfolios with acquisitions, grow their portfolio companies, and successfully execute exits
  • representing venture capital firms, as well as startups and emerging businesses seeking growth and funding
  • advising investment banks and issuers in securities offerings
  • serving as outside general counsel to a variety of enterprises, advising boards, management, and controlling stockholders on matters including litigation management, compliance investigations, IP management, human resources issues, and strategic planning
  • helping long-established family businesses and their controlling families through transition and sale situations
  • supporting family offices and closely-held investment companies in capital raising and restructuring matters

Representative Matters

Mergers & Acquisitions

  • Dollar Financial Group, Inc., in its acquisition of Cash-N-Dash Check Cashing, Inc.
  • Honeywell, Inc. in its acquisition of APT Incorporated, an operator of air and fluid management systems
  • Penn Maid Foods, Inc. in its sale to Crowley Foods, Inc.
  • Fleer Corp. in the sale of Asher Candy Company to American Industrial Acquisition Corp.
  • Carparts.com, Inc., a web-based auto parts vendor, in its sale to Auto Data Networks, Inc.
  • The Bon-Ton Stores, Inc. in its acquisition of the Northern Department Store Group of Saks Corporation, and in $1.8 billion in related acquisition financing transactions
  • SpectaGuard, Inc. in its acquisition of Security Systems, Inc.
  • Penn International, Inc., a manufacturer of fishing reels and other fishing products, in its sale to K2, Inc.
  • NFC Global Services, Inc., a security information services provider, in its sale to West Publishing Corporation Maverick Network Solutions Inc., a payment systems company, in its sale to FiServ Inc.
  • Ottens Flavors, Inc. in its sale to International Flavors and Fragrances, Inc.

Private Equity

  • Osage Investments, Inc. in its acquisition of Lakota, Inc., a manufacturer of computer parts
  • Osage Investments, Inc. in its acquisition of Jacob Holtz Company, a manufacturer of casters and furniture footings Guardian Capital Partners in its acquisition of Sure Fit, Inc., a manufacturer of furniture covers
  • Guardian Capital Partners in its acquisition of R&D Circuits, Inc., a manufacturer of printed circuit boards for testing equipment
  • S.C. Goldman & Co. in the establishment and funding of Mid-Atlantic Dental Services Holdings LLC
  • Guardian Capital Partners in its acquisition of Kwik Tek Inc., a provider of water and snow sports products
  • Guardian Capital Partners in its acquisition of McCubbin Hosiery LLC, a branded and private label supplier of socks and hosiery
  • Guardian Capital Partners in its acquisition of Cosmic Pet LLC, a branded and private label supplier of pet supplies Diversified Search, LLC in its sale to Shoreview Capital Partners
  • Cosmic Pet LLC in its acquisition of OurPet’s Company (NASDAQ: OPCO)

Venture Capital

  • RCD Technology, Inc. in its offering of Series A preferred stock
  • SUNRx, Inc., a pharmacy benefit management services provider, in its Series A preferred stock offering to NLM Capital Partners
  • Flipswap, Inc. in its Series B preferred stock offering to NGEN and RRE Ventures
  • Context Ventures in its Series A preferred stock financing of FineStationery Solutions, Inc.
  • Maverick Network Solutions in its offering of Series A-2 preferred stock to Emerald Ventures
  • Careerminds Group, Inc., a web-based provider of outplacement services, in its $3 million offering of Series A preferred stock to Innovation Ventures
  • NewSpring Healthcare in its Series A preferred stock investment in Verisma Systems, Inc.

Health Care

  • NovaCare, Inc., a national provider of comprehensive therapy services, in its acquisition of Rehab Systems Company RehabClinics, Inc., a national operator of outpatient physical therapy services, in its $62 million initial public offering of common stock
  • NovaCare, Inc. in the acquisition of Orthopedic Services, Inc. (NASDAQ: OSX)
  • Temple University Health System in its acquisition of Episcopal Hospital
  • Jefferson Health System in its acquisition of Methodist Hospital
  • Philadelphia Brokerage Corporation as placement agent for its $100 million offering of convertible preferred stock by QuadraMed Corporation
  • Proformance Senior Living LLC, a national developer and operator of senior living facilities, in the financing and development of its chain of facilities
  • Precyse Solutions LLC, a provider of medical transcription services, in its Series A and Series B preferred stock offerings
  • Philadelphia Brokerage Corporation as placement agent for its $32.6 million registered direct offering of common stock and warrants by Beijing Med-Pharm Corporation
  • Ovation Senior Living LLC, a national developer and operator of senior living facilities, in the financing and development of its chain of facilities
  • Fred’s, Inc. (NYSE: FRED), a publicly traded operator of pharmacies, in state regulatory matters
  • Mid-Atlantic Dental Services Holdings LLC, a national dental management services company, in its Series A unit offerings and the acquisition of dental practices in Pennsylvania, Maryland, Delaware and New Jersey
  • Performance Health Solutions LLC, a pharmacy benefit management company, in its initial round of capital raising.
  • SUNRx, Inc., a $340 billion pharmacy benefit management services provider, in its sale to MedImpact Health Systems, Inc.
  • Transparent Health Marketplace, Inc., in its $4 million offering of Series A preferred stock

Judicial Clerkships

Justice Andrew G.T. Moore II, Supreme Court of the State of Delaware

Professional Activities

Member, Association for Corporate Growth

Member, Philadelphia Alliance for Capital and Technologies (PACT) —Event Chair for IMPACT 2011 Conference

Philadelphia Alliance for Capital and Technology

Recognitions & Accomplishments

Chambers USA has recognized Jay in Corporate, Mergers and Acquisitions every year since 2010

Community Activities

Business Advisory Board, National Foundation for Celiac Awareness

Parents Board, Bucknell University

Tulane Law School (J.D., magna cum laude, Dean's Medal, Order of the Coif)

Vanderbilt University (B.A.)

New York

Pennsylvania