Kenneth M. Silverman

M&A Transactions

• Represented Kaufman Astoria Studios in its sale to the joint venture of Hackman Capital Partners and Square Mile Capital Management. Ken’s team handled all corporate aspects of the deal. The transaction was later named a winner in the 21st Annual M&A Advisor Awards in the category “Private Equity Deal of the Year (between $500MM - $1B).”
• Represented Tramac Corporation, a leader in demolition and processing products and facilities in the U.S. and Canada, in its acquisition by Montabert, a hydraulic rock breaker business owned by Komatsu.
• Represented Alleghany Corporation in the exit of its investment in Stranded Oil Resources Corporation.
• Represented Alleghany Capital Corporation subsidiary Precision Cutting Technologies in its acquisition of Supermill LLC, a leading manufacturer of high-performance carbide end mills.
• Represented Alleghany Capital Corporation subsidiary Precision Cutting Technologies in its acquisition of Coastal Industrial Distributors, LLC (CID Performance Tooling), a leading manufacturer of high-performance solid carbide end mills.

• Represented Alleghany Capital Corporation subsidiary R.C. Tway Company, LLC (dba Kentucky Trailer) in its acquisition of CEI Equipment Company LLC.
• Assisted a French private equity firm with due diligence investigation of the U.S. subsidiary of a French company that was a potential investment target.
• Represented Bourn & Koch, Inc., a portfolio company of Alleghany Capital Corporation, in its acquisition of Diamond Technology Innovations, Inc., a leading manufacturer of waterjet orifices and nozzles as well as related products headquartered in Olympia, WA.
• Represented Alleghany Capital Corporation in its acquisition of a majority interest in R.C. Tway Company, LLC, a manufacturer of custom moving vans for the moving and storage industry and a fourth-generation family-owned company headquartered in Louisville, Kentucky.
• Represented Alleghany Capital Corporation in its acquisition of Bourn & Koch Inc., a manufacturer and remanufacturer/retrofitter of precision machine tools.
• Represented Ness Technologies, Inc., a global provider of information technology solutions and services, in connection with its merger with an affiliate of Citi Venture Capital International (CVCI), a global private equity investment fund. The transaction had an equity value of approximately $307 million.
• Represented Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners’ negotiations with Sapporo’s Board and navigation of Sapporo’s anti-takeover measures. Also provided representation in tender offers to acquire 100% of three Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.
• Represented NuCO2 Inc., the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry, in connection with its merger with Aurora Capital Group. The transaction was valued at approximately $487 million.
• Represented Ness Technologies, Inc. in connection with multiple acquisitions, including its $25 million acquisition of Olas Software Solutions Inc. (d/b/a Innova Solutions), a provider of IT services and solutions based in the United States and India.
• Represented a leading provider of enterprise storage solutions for the food and beverage industry in multiple acquisitions and related debt and equity financings.
• Represented a privately held information technology storage solutions provider in its $28 million merger with a leading provider of enterprise computer technology solutions listed on The Nasdaq Global Market.
• Represented a venture capital-financed owner of radio stations in the $66 million sale of its stations to a Nasdaq-listed media conglomerate.

Financing Transactions

• Negotiated ATW Partners’ multi-stage bridge financing of Faraday Future, an innovative electric vehicle manufacturer, in advance of its July 2021 de-SPAC merger with Property Solutions Acquisition Corp (Nasdaq: PSAC), a special-purpose acquisition company, in connection with ATW’s investment, Faraday Future expanded and extended its senior bridge financing facility.
• Represented an angel investor in connection with its purchase of SAFEs (Simple Agreement for Future Equity) from a start-up technology company.
• Represented the tax equity investor in its $15 million investment in a solar energy developer’s project for a 19.926 MWdc solar photovoltaic energy generation system.
• Represented Micronet Enertec Technologies, Inc. (formerly known as Lapis Technologies, Inc.) in a $9.3 million public offering of common stock and warrants and listing on Nasdaq.
• Represented Alleghany Corporation in its $7 million equity financing of Article One Partners.
• Represented NuCO2 Inc. in its $124 million public offering on The Nasdaq Global Market.
• Represented Ness Technologies, Inc. in its $160 million initial public offering on The Nasdaq Global Market, as well as in its venture capital financings.
• Represented AmCOMP Incorporated in its $94.5 million initial public offering on The Nasdaq Global Market.
• Represented the lead investor in a $100 million convertible debt PIPE financing of Metalico, Inc.
• Represented the lead investor in a PIPE financing of a China-based auto parts manufacturer.
• Represented an investor in his $18 million investment in a privately held payment processing company.
• Represented a venture capital fund with the formation and seed financing of the Gospel Music Channel television network.

Shareholder Activism

• Represented Farallon Capital in connection with its investment in Toshiba Corporation resulting in an agreement to nominate one new independent director for election to its board of directors.
• Represented a global investment firm in connection with its investment in Toshiba Corporation resulting in an agreement by Toshiba to nominate seven independent directors for election to its board of directors.
• Represented a multibillion-dollar investment fund in connection with its submission to a publicly traded Japanese railway company of multiple shareholder proposals, including the election of three independent director nominees and the adoption of a share repurchase program, for consideration by the company’s shareholders at its annual general meeting.
• Represented Steel Partners Japan (“SPJ”) in its successful proxy contest against Aderans Holdings Co. Ltd. (n/k/a Unihair Ltd.) at the 2009 annual meeting. Shareholders elected to Aderans’ board of directors all of Steel Partners’ candidates in a rare victory for shareholder activism in Japan.

• Represented SPJ in the successful negotiation of a settlement agreement with Aderans Holdings Co. Ltd. following the defeat of the incumbent board’s re-election at the 2008 annual meeting. As a result of the settlement agreement, Aderans agreed to corporate governance changes and to nominate for election to Aderans’ board two candidates proposed by Steel Partners. This was the first time that a foreign investment fund succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
• Represented Accipiter Capital in the negotiation of a settlement agreement with Orchid Cellmark, Inc. resulting in two Accipiter nominees being nominated for election to Orchid’s board of directors and agreement on related director compensation matters.
• Represented Accipiter Capital in the negotiation of a settlement agreement with Rural/ Metro Corporation resulting in two Accipiter nominees being nominated by the company for election to its board, with a third nominee to be mutually selected by Accipiter and the company.