Elaine Levin
Corporate Bio

Whalen LLP
1601 Dove St.
Suite 270
Newport Beach, CA 92660
elevin@whalenllp.com
Phone: 949-833-1707

Healthcare Bio
Elaine R. Levin
Corporate Bio

Elaine R. Levin advises entrepreneurial companies and their owners on business transactions.  Elaine has over 25 years of experience as a corporate and securities attorney, representing businesses ranging from entrepreneurial start-ups to global Fortune 500.  She uses a creative, practical approach to solving problems to make deals work.  She concentrates on assisting businesses and their investors in:
  •     Buying and selling businesses (mergers, acquisitions and stock and asset sales).
  •     Financing and restructuring the capital of businesses (both equity and debt).
  •     Developing stock option plans, equity incentives and executive compensation.
  •     Structuring joint ventures, strategic alliances and collaborations.
  •     Negotiating contracts to develop, manufacture, distribute and license products and services. 

Elaine has extensive experience in representing medical device, biomedical, biotechnology, life sciences, clinical trials and healthcare products companies; staffing companies; communication companies; manufacturers; and businesses that develop software and information technology. 

She advises clients in stock and asset acquisitions and sales, mergers, divestitures, joint ventures, management and leveraged buy-outs and restructurings.  She is experienced in negotiating licensing, distribution, manufacturing and co-development arrangements.  She also has assisted companies in financings, including private placements of both debt and stock, venture capital, private equity and mezzanine investments, equipment leasings, credit facilities and other loan transactions.  Elaine has represented companies, investors and underwriters in numerous private and public transactions ranging from seed and venture capital financings for start-up businesses to billion dollar acquisitions of Fortune 500 companies.

Formerly, Elaine was a partner with Preston Gates & Ellis LLP and Riordan & McKinzie.  She also was an attorney with Skadden, Arps, Slate, Meagher & Flom in New York City for six years.

Education & Credentials:

B.A., (Human Biology and Communications), Stanford University, 1979
J.D., IIT Chicago-Kent College of Law (with High Honors, Ranked 1st in Class), 1985
Bar Admissions: California and New York
 

REPRESENTATIVE TRANSACTIONS:

Mergers and Acquisitions

  •          $71.5 million acquisition of Systems & Programming Consultants, Inc. by Data Processing Resources Corporation in a merger for publicly registered stock on Form S-4, including the Proxy Statement/Prospectus for the special meetings of shareholders to approve the merger. 
  •          $479 million sale of Data Processing Resources Corporation to Compuware Corporation through a public tender offer (Schedule 14D-9), with a back-end, short-form merger. 
  •           $9.8 million acquisition of Healthcare Microsystems in leveraged buy-out by management from its publicly traded parent.
  •           $8.5 million sale of Medical Data International to IHS Health Information through sale of preferred and common stock, with earn-outs. 
  •            Asset sale of Health Sense International, Inc. to Accelerated Care Plus Corp. 
  •           Acquisition of Indatum United Kingdom and Indatum India, data management companies for clinical trials, to expand global capabilities of U.S. clinical research organization. 
  •           ESOP buyout of insurance services company, with secured debt financing of purchase. 
  •           Represented insurance company in option to purchase the company by a Nasdaq listed company with co-marketing agreement for two lines of business. 
  •           Sold management company and two related professional medical corporations to Autumn Physician Practice Management Group through several stock sales. 
  •          Stock sale of Avega Health Systems, with cash and preferred stock consideration, to MedAssets. 
  •          Acquisition of the Visiting Nurse Association of Long Beach by Catholic Healthcare West Southern California in an asset acquisition of the non-profit home health care and hospice agency. 

Joint Ventures
  •           Represented Paragon Biomedical, Inc. in the formation of Paragon Clintec Eurasia, LLC, a joint venture to provide international clinical trials and research for pharmaceutical companies.
  •            Represented Total Renal Care, Inc.’s investment in a joint venture through 3 companies to own and operate a mobile vascular angioplasty service for dialysis patients in the southeastern U.S. 
  •            Represented a clinical trials company's investment in a joint venture for pharmaceutical trials and data management. 
  •           Represented Mercy Healthcare Bakersfield in creating a new home health agency, with the non-profit hospital providing nurses, a private company providing other personnel and services and a pharmacy providing the pharmaceuticals. 

Private Financings
  •           6 private placements by Medical Data International, Inc. – 4 offerings of voting and non-voting common stock to private equity investors and management and 2 offerings of preferred stock to venture capital investors. 
  •           3 private placements of preferred stock (Series A, B and C) and warrants to venture capital and angel investors and conversion of bridge loans into equity for Health Sense International, Inc. 
  •           $7.8 million PIPE offering of common stock by Endocare, Inc. and shelf registration of the shares on Form S-3 to permit resales. 
  •           $285 million Senior Note offering under Rule 144A and subsequent registration of the Notes on Form S-4 in an exchange offer. 
  •           $115 million Convertible Note offering under Rule 144A and subsequent shelf registration of the Notes on Form S-3. 
  •           Represented mezzanine lending investor in purchase of Senior Subordinated Notes to finance acquisition of manufacturing company, including negotiation of senior bank credit facility. 

Public Financings
  •           $42.5 million initial public offering of Data Processing Resources Corporation. 
  •           $89 million initial public offering of IXC Communications. 
  •           $907.5 million offering of common stock by American Express Company through U.S., European and Asian underwriters. 
  •           $115 million tender offer to purchase both public and 144A Convertible Subordinated Notes and related Consent Solicitation to eliminate covenants from the Indenture. 
  •           $4.4 billion reorganization of Commercial Credit Corporation into a two-tiered holding company to facilitate acquisitions of regulated businesses.
  •           Represented private equity fund in its sale and divesture of $1.56 billion of stock in a public company through a secondary offering and sales under Rule 144. 

Corporate Advice to Management
  •          Distribution, licensing, manufacturing and co-development arrangements for products. 
  •          Stock options, executive compensation and other equity incentive plans. 
  •          Securities Exchange Act of 1934 issues, including reporting obligations, proxy statements, proxy contests, annual and special meetings of stockholders, disclosure issues under Regulation FD, corporate governance and Sarbanes-Oxley issues, insider trading policies and Section 16 matters. 
  •          Corporation, partnership and limited liability company issues. 
  •           Fiduciary duties of directors, officers and majority shareholders. 

SELECTED PRESENTATIONS:

  •          Northern Trust Bank Business Symposium on “Strategic Planning for Business Owners” in 2007, Elaine spoke on “Selling Your Business: Strategies to Achieve Maximum Value for the Company and its Owners”.
  •           Mergers and Acquisitions Seminar for Orange County CEOs and Owners -- “Buy, Sell or Hold?...Strategies for Optimizing Corporate Value to Maximize Your Net Worth” in 2007, Elaine spoke on “Planning Mergers and Acquisitions to Maximize Company Value”.
  •           Life Sciences Industry Council Meeting in 2007, Elaine spoke on “Structuring Financial Incentives Between Medical Companies and Healthcare Providers”.
  •           Life Science Industry Council Meeting in 2006, Elaine moderated a panel on “Distribution Strategies for Medical Products and Medical Devices”. 
  •           Life Science Industry Council Meeting in 2005, Elaine moderated a panel on “Outsourcing Trends and Opportunities for Life Sciences Companies -- Manufacturing and Design of Medical Devices and Products”.
  •           Co-Chair of “Buzz – An Executive Women’s Think Tank 2005”. 
  •           University of California-Irvine course on MEMS and Nanotechnology: Markets, Applications and Principles in 2004, Elaine spoke on “Commercialization of Medical Devices – High Tech Legal Transactions and Regulatory Considerations”. 
  •           Forum for Women Entrepreneurs in 2004, Elaine moderated a panel on “Raising Capital – Opportunities for Women”. 
  •           Stanford University -- the Findlaw "Biotech Strategies 2003" Conference, Elaine moderated a panel on “Strategic Alliances and Acquisitions for Biotech Companies”. 
  •           Harvard Business School Entrepreneur's Conference in Orange County in 2003 and 2002, Elaine moderated panels on “Financing for Biomedical Companies”. 
  •           Life Science Industry Council Meetings in 2003 and 2002, Elaine moderated panels on “Strategic Alliances for Medical Device and Biomedical Companies”. 
  •          University of California-Irvine Medical Center, Elaine spoke on “The Business Side of Medicine” in 2012, 2006, 2003, 2002 and 2001. 
  •          Foundation for Enterprise Development -- Inspired Company 2002 Conference, Elaine spoke on “Equity and the Terminated Employee”. 

ASSOCIATIONS AND ACTIVITIES:

  •           Life Science Industry Council/ Southern California Biomedical Council – Former Member of Program Committee for 7 years.
  •          Women Executives and Entrepreneurs, Inc. – Former Member of Board of Directors. 
  •           American Bar Association – Member of Business Law and Healthcare Law Sections. 
  •          Girls Incorporated of Orange County – Director for 12 years from 1998-2010 and Chair of Board of Directors and President for 8 years; Current Chair of Audit Committee. 
  •         Orange County United Way – Founding 100 Member of both the Women's Philanthropy Fund, and Bench & Bar Society; Served on the Financial Literacy Committee.

HONORS AND AWARDS:

  •         For its 125th anniversary in 2013, IIT Chicago-Kent College of Law honored Elaine as one of the “125 Alumni of Distinction” in the 125 year history of the law school for being a “Leader in representing emerging growth and middle-market companies.”
  •        The national organization of Girls Incorporated honored Elaine with the “Excellence in Board Leadership” award out of the 94 Girls Inc. affiliates throughout the U.S. and Canada, at the 2008 National Girls Inc. Biennial Conference, for her service as President and Chair of the Board of Girls Incorporated of Orange County.
  •         Elaine received the President of the United States of America Volunteer Service Award in 2007, presented by the President’s Council of Service and Civic Participation in conjunction with the USA Freedom Corps and the Corporation for National and Community Service.
  •         The National Association of Women Business Owners -- Orange County Remarkable Women Awards honored Elaine with a “Star Within Us” Award in 2007.
  •         Elaine was awarded a “Women of Service Award” in 2005 by the Orange County Chapter of The Links, Inc.