Overview

Andrea’s practice focuses on advising public companies in securities and general corporate matters, including federal and state securities law filings and compliance.  Andrea has experience with a variety of transactions, including follow-on and secondary offerings, initial public offerings, private placements, venture capital financings and public and private company mergers and acquisitions.  In addition to her transactional experience, Andrea has significant experience in preparing disclosure documents for public equity and debt offerings and drafting proxy statements and other SEC filings.

Experience
Capital Markets
  • Represented a major national owner, developer and manager of commercial and residential real estate and land in registered public offerings of approximately $860 million in common shares and Rule 144A private placements of $250 million aggregate principal amount of Convertible Senior Notes and $125 million aggregate principal amount of Convertible Senior Notes.
  • Represented an international owner and operator of tanker vessels and dry cargo vessels in registered direct offerings of $60 million in shares of common stock and $100 million in shares of common stock and a follow-on registered public offering of an aggregate of $82 million in common units.
  • Represented a major international provider of printing and imaging products, software and other business solutions in a registered public debt offering of $400 million in aggregate principal amount of Senior Notes.
  • Counseled a leading investment bank serving as an underwriter of a registered public offering of $250 million in aggregate principal amount of Senior Notes.
  • Counseled a biopharmaceutical company in a registered public offering of approximately $57 million in shares of common stock.
  • Represented a medical technology company focused on advanced wound care technology in a registered public offering of $75 million in shares of common stock.
  • Represented an emerging diagnostics and therapeutics company in its initial public offering and listing on the NASDAQ stock exchange.
Mergers & Acquisitions
  • Served as local counsel to one of the largest bank-based financial services companies in the $4 billion acquisition of a regional commercial bank.
  • Served as local counsel to a publicly-traded global real estate fund in the $2.5 billion acquisition of a publicly-traded real estate investment trust.
  • Represented a publicly-traded global leader in infection prevention, contamination control, surgical and critical care technologies in the acquisition of two leading providers of medical instrument repair services, for an aggregate purchase price of $110 million, the $175 million acquisition of a leading provider of medical instrument repair services and the acquisition of two endoscopic instrument repair companies, for an aggregate purchase price of $30 million.
  • Represented a publicly-traded provider of custom-engineered equipment and maintenance support services for the global power generation industry in the $31.5 million acquisition of a leading manufacturer and integrator of engineered packaged control house solutions for the energy, oil & gas, and electrical industries and the $32.5 million acquisition of a leading global provider of mission critical brazed aluminum heat exchanger repair, maintenance and safety services to the industrial gas, liquefied natural gas and petrochemical industries.
  • Advised a private equity firm on the $47 million acquisition of a provider of high-quality coating services and solutions to the automotive, agricultural, heavy truck and other industrial markets.
  • Advised a national developer of online ordering software in the sale of its business to a major provider of online daily deals for a purchase price of approximately $23 million.
  • Advised a publicly-traded institutional pharmacy services provider in the acquisition of a regional institutional pharmacy services provider for $12 million.
  • Represented a global cloud-based applications company in the acquisition of a global human capital software provider and maker of a leading HR application for an aggregate purchase price of $6 million.
Venture Capital
  • Advised a start-up ballistics technology company in connection with the private placement of approximately $2 million in promissory notes.
  • Represented a privately-held clinical-stage biotechnology company in connection with Series B round offerings to investors, totaling more than $30 million.
  • Represented a privately-held provider of control technology and software solutions in connection with Series B round offerings to investors, totaling more than $3 million.
Commercial Experience
  • Represented one of the largest bank-based financial service companies in the United States in negotiating and documenting the outsourcing of its human resources department and the outsourcing of its trade services department.
Publications
  • "Equal Accessibility for Sign Language Under the Convention on the Rights of Persons with Disabilities," 43 CASE W. J. INT’L L.759, 2011
Distinctions
  • First place winner, Family Law Writing Competition sponsored by Hofstra Law School & The Association of Family and Conciliation Courts for the article "Cohabitation is Not Consent for Marriage: The ALI's Rejection of Autonomy for Cohabitants," 2011
  • CALI Award winner in Advanced Contracts, Commercial Paper and Environmental Law, 2010
Professional and Civic

Professional Associations

  • Ohio State Bar Association
  • Cleveland Metropolitan Bar Association