Professional Experience
Leander C Gray is the managing partner of Gray Haile LLP. Mr. Gray has represented acquirers, sellers and targets in a significant number of mergers, acquisitions and leveraged buyouts as well as in connection with corporate governance and securities matters. He is directly involved in all phases of these transactions, including initial planning, structuring, negotiation, implementation and advice. Mr. Gray also counsels clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance, disclosure issues and corporate compliance. Mr. Gray has substantial transactional experience in the automotive, manufacturing, and oil and gas industries.
Mr. Gray began his career as a Mergers and Acquisitions Associate in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP, where he represented clients in a variety of high profile mergers, acquisitions, divestitures and leveraged buyouts.
Education
J.D., New York University School of Law, 1997
B.A., Political Science and Black Studies, cum laude, Amherst College, 1990
Bar Admissions
State of New York
District of Columbia
Representative Matters
Mergers and Acquisitions
Proposed Sale of High-Tech Government Contracting Firm to Private Equity Firm (2008)
- Represented a leading provider of products and services in support of Human Intelligence and Signal Intelligence operations in connection with its proposed sale to a private equity firm
Proposed Sale of High-Tech Government Contracting Firm to Strategic Buyer (2008)
- Represented a leading manufacturer of high-performance radar simulators in its proposed sale to a strategic buyer
Sale of Motiva Enterprises LLC’s Petroleum Products Terminals (2004-Present)
- Represented Motiva Enterprises LLC in connection with numerous divestitures of petroleum products terminals
Reorganization of ArvinMeritor, Inc.’s Light Vehicle Aftermarket Business (2005)
- Represented ArvinMeritor, Inc. in connection with the reorganization of the corporate structure of its Light Vehicle Aftermarket Business to prepare the division for a sale
Sale of Roll Coater, Inc. (2004)
- Represented ArvinMeritor, Inc. in its $170 million sale of Roll Coater, Inc., a wholly-owned subsidiary of ArvinMeritor, to Willis Stein & Partners Management III, L.P.
Sale of an ArvinMeritor, Inc. Manufacturing Facility (2004)
- Represented ArvinMeritor, Inc. in its $14 million divestiture of its axle manufacturing plant in Kenton, Ohio to Sypris Technologies, Inc. and concomitant long-term supply agreements valued at over $500 million
Acquisition of PwC’s Consulting Business by IBM (2002)
- Represented ArvinMeritor, Inc. in its $14 million divestiture of its axle manufacturing plant in Kenton, Ohio to Sypris Technologies, Inc. and concomitant long-term supply agreements valued at over $500 million
Advice re: Acquisition of Telecommunications Assets (2001)
- Advised CITIC Pacific Ltd. in connection with its attempted purchase of PSINet, Inc.’s telecommunications assets located in Europe and Asia
Share Repurchase Program of NorthStar Capital Investment Corp. (2000)
- Represented NorthStar Capital Investment Corp. in the establishment of a $30 million share repurchase program
Sale of Vlasic Foods International, Inc. (2000-01)
- Represented Vlasic Foods International, Inc., in the sale of its U.S. and Canadian food businesses pursuant to the company’s Chapter 11 bankruptcy reorganization to an affiliate of the leveraged buyout firm Hicks, Muse, Tate & Furst, Inc.
Acquisition of ZD Education (2000)
- Represented U.S. Equity Partners, L.P., a unit of Wasserstein Parella & Co., in its $172 million purchase of ZD Education, a division of ZD Inc. (f/k/a Ziff-Davis, Inc.)
Recapitalization of Big Flower Holdings, Inc. (1999)
- Represented Thomas H. Lee Company in the $1.9 billion recapitalization of Big Flower pursuant to which BFH Merger Corp., an affiliate of Thomas H. Lee Company and Evercore Capital Partners LP, was merged with and into Big Flower
Merger of Bell Atlantic Corporation and GTE Corporation (1998-99)
- Represented Bell Atlantic in connection with its $55 billion merger with GTE to create Verizon
Acquisition of MovieFone by America Online (AOL) (1998)
- Represented MovieFone in connection with its acquisition by AOL
Corporate Governance
Adoption of Takeover Preparedness Measures by American Medical Security Group, Inc. (2000)
- Provided advice to a leading health-care benefits and insurance provider regarding takeover preparedness, corporate governance matters, and the implementation of a stockholders rights plan
Livent Inc. (1998)
- Represented Livent in connection with its internal investigation into accounting irregularities, restatement of financial results, arrangement of Debtor-in-Possession financing and the termination of key members of senior management
Real Estate & Economic Development
Disposition of Southwest Waterfront Properties (2004-2006)
- Represented the National Capital Revitalization Corporation in connection with the disposition of its Southwest Waterfront properties to the Anacostia Waterfront Corporation in exchange for $25 million in cash and $24.5 million worth of other properties
Walter E. Washington Community Center Community Development Block Grant Financing (2005)
- Represented the RLA Revitalization Corporation in connection with the establishment of a $400,000 CDBG loan facility to the Union Temple Community Development Corporation and CEMI-Ridgecrest for the construction of the Walter E. Washington Community Center in Southeast Washington, D.C.
Marshall Heights Community Development Corporation Financing (2005)
- Represented the RLA Revitalization Corporation in connection with the establishment of a $350,000 loan facility to the Marshall Heights Community Development Corporation for the purchase of land in Southeast, Washington, D.C. to spur economic development
Banking and Institutional Investing
Sunbeam Corporation Acquisition Financing (1998)
- Represented Sunbeam in the arrangement of a $1.4 billion credit facility in connection with the acquisition of The Coleman Company, Inc., Signature Brands, Inc. and First Alert, Inc.
Sithe Energies, Inc., Refinancing (1997)
- Represented Sithe Energies in the refinancing of its $500 million senior secured revolving credit facility
Pacalta Resources Ltd. Credit Facility (1997)
- Represented Pacalta in connection with the amendment and restatement of the credit agreement governing the company’s $50 million senior secured revolving credit facility
TCW/Latin America Private Equity Partners, L.P. (1997)
- Represented TCW/LAPEP in connection with the creation of investment compliance guidelines for its equity and equity-related investments in companies with business activities located in Latin America
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