Andrew T. Turney is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm’s Los Angeles office. He focuses his practice on the areas of mergers and acquisitions, corporate securities, corporate governance and finance, as well as assisting clients with commercial contracts and transactions.
Andrew represents a wide range of clients in connection with private and public company mergers and acquisitions, equity offerings, debt offerings, commercial finance transactions, venture financings, special committee representations and general corporate matters. Andrew’s representations include investment banks, commercial banks and companies in various industries, including health and wellness, medical devices, healthcare, telecommunications, media, industrial and consumer products.
In addition, Andrew regularly counsels clients on securities law compliance and corporate governance matters including stock exchange rules, the Sarbanes-Oxley Act and related regulations, and other state corporate and securities laws issues. Andrew also acts as outside securities counsel to public companies in connection with the preparation of periodic reports and proxy statements; disclosure issues; and drafting and negotiation of all types of commercial contracts.
Andrew serves on the firm’s Pro Bono Committee and is actively engaged in pro bono efforts, including California Public Counsel and Lawyers for the Arts.
Prior to entering the practice of law, Andrew served in the U.S. Navy from 1991-2000 as a Naval Aviator and policy planner for the Chief of Naval Operations. During his naval service, he participated in numerous operations and exercises in the Western Pacific and Persian Gulf, logging over 1000 flight hours in the SH-60B Seahawk helicopter, and, as a member of the Navy Space Division, established naval policy and long-range requirements. Prior to joining McDermott, Andrew was a corporate associate at Skadden, Arps, Slate, Meagher & Flom LLP.
Andrew is admitted to the California bar.
Representative Corporate Law Transactions
Mergers and Acquisitions
- Represented American Hydrotherapy Systems, LLC in connection with the sale of substantialy all of its assets to Watkins Manufacturing Corporation, a subsidiary of Masco Corporation.
- Represented Independent Electric Supply, Inc. in connection with the sale of all of its outstanding stock to Sonepar Holdings USA, Inc.
- Represented Ascension Health in the formation of a joint venture with Oak Hill Capital Partners.
- Represented Tribune Company in connection with the acquisition by its subsidiary, Los Angeles Times Communications LLC, of substantially all of the assets of All Direct Mail Services, Inc.
- Represented Metagenics, Inc. in its reorganization and sale to Alticor Inc. and the formation of a related biotechnology joint venture.
- Represented the Special Committee of the Board of Directors of a public software company on a going private transaction and other strategic alternatives.
- Represented Univision Communications Inc. in its acquisition of the remaining 50% of Mexico-based Disa LLC.
- Represented the Special Committee of the Board of Directors of William Lyon Homes in conjunction with an attempt by the controlling stockholder to take the company private.
- Pro bono counsel for Survivors of the Shoah Visual History Foundation in its merger with the University of Southern California.
Corporate Finance
Equity Offerings/Tender Offerings
- Represented Ladenburg Thalmann & Co. Inc., as underwriter, in connection with the initial public offering and subsequent follow-on offering of American Realty Capital Properties, Inc. common stock.
- Represented Care Investment Trust Inc. in a tender offer for up to all of its outstanding common stock in conjunction with a sale of control transaction.
- Represented InterMetro Communications, Inc. in an initial public offering of its common stock.
- Represented AG Edwards & Sons, Inc. in a secondary equity offering of Micrus Endovascular Corporation common stock.
- Represented Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner and Smith Incorporated in an initial public offering and subsequent secondary offering of Herbalife Ltd. common shares.
- Represented CIBC World Markets Corp. in a primary equity offering of Oregon Steel Mills, Inc. common stock in connection with a union dispute settlement.
Debt Offerings/Tender Offers
- Represented Credit Suisse First Boston LLC in a senior note offering for IMAX Corporation.
- Represented Deutsche Bank Securities Inc. in an offering of convertible senior subordinated notes of Kerzner International Limited in conjunction with a refinancing.
- Represented Jefferies & Company, Inc. in an offering of senior secured notes for 155 East Tropicana, LLC in conjunction with the renovation of the San Remo Hotel Casino and Resort for re-branding as Hooters Casino Hotel.
- Represented Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. in a tender offer for senior subordinated notes for Accellent Corp.
Finance
- Represented CIT Group Inc., as agent, in a senior secured syndicated refinancing of a credit facility for TrustHouse Group Services, Inc., a portfolio company of San-Francisco based private equity firm Gryphon Investors.
- Represented Prime Healthcare Services, Inc. in the negotiation of a syndicated senior secured credit facility with the Royal Bank of Canada as agent.
- Represented General Electric Capital Corporation as lender in an asset based senior secured credit facility financing for Columbia Forest Products, Inc.
- Represented J-M Manufacturing Company, Inc. in a refinancing of senior secured credit facilities.
- Represented CIT Group Inc. as lender in an acquisition financing credit facility for Gryphon Investors buyout of Sheplers, Inc.
- Represented Oaktree Capital Management LLC in revolving credit facility financings for OCM European Principal Opportunities Fund, OCM Principal Opportunities Fund IV, OCM Asia Principal Opportunities Fund and OCM European Principal Opportunities Fund II.
- Represented J.W. Childs in first and second lien financings for CHG Healthcare Services, Inc.
General Corporate Transactions/Advice
- Provide ongoing general corporate and securities law advice for Metagenics, Inc.
- Represented Hawaiian Airlines, Inc. in the negotiation of a “heavy” maintenance agreement and related aircraft interchange with Air New Zealand Ltd.
- Provided ongoing general corporate, corporate governance, finance and mergers and acquisitions advice and drafting and review of securities filings for InterMetro Communications, Inc.
- Advised the Board of Directors of Ingram Micro, Inc. on corporate governance matters, including Sarbanes-Oxley/NYSE compliance and securities law.
- Provided ongoing advice to the majority shareholder (Vulcan, Inc.) of Charter Communications, Inc. regarding all facets of corporate governance, including Sarbanes-Oxley/NASDAQ compliance, securities law and corporate finance.
Education
- University of California-Los Angeles School of Law, J.D.
- George Washington University, B.B.A.
