Eugene McDermott

Eugene W. McDermott practices in the area of corporate and securities matters, with particular emphasis on capital markets transactions, corporate governance, issuer reporting requirements and mergers and acquisitions. He has advised clients involved in public and private offerings of equity and debt, both in the United States and internationally.

His work regularly includes general securities advice, tender offers, other public and private merger and acquisition transactions, and “alternative” public offerings such as registered directs, PIPEs, at-the-market offering programs, and confidentially marketed public offerings (CMPOs).

After graduating from law school, Gene clerked for Justice Warren Matthews on the Alaska Supreme Court in Anchorage. Following the clerkship, he worked for Cleary, Gottlieb, Steen & Hamilton where he focused on international capital markets transactions in their New York and London offices. He moved to Rhode Island and joined the Firm in 2000. Gene grew up in Charleston, South Carolina.

Representative Experience :

• Represented ActiveCare Inc., and its wholly-owned subsidiary, 4G Biometrics, LLC, in the sale of substantially all of its assets under Sections 105, 363 and 365 of the United States Bankruptcy Code, to Telcare Medical Supply, LLC, a subsidiary of Biotelemetry, Inc. (NASDAQ: BEAT), a leading developer of mobile and wireless medical monitoring devices, for up to an amount exceeding $10 million of total consideration
• Advised Juvenescence Limited, a BVI drug development company focused on the development of therapies to increase human longevity, in its purchase of 14.4 million shares of AgeX Therapeutics, Inc. for $43.2 million, from its affiliate BioTime, Inc. (NYSE American: BTX)
• Advised Kronos Worldwide, Inc., a NYSE-listed manufacturer of titanium dioxide pigments, in its private offering of €400 million in aggregate principal amount of senior secured notes under Rule 144A and Regulation S
• Advised Allied Healthcare International Inc. (NYSE: AHCI), a publicly traded homecare provider of health and social care in the United Kingdom and Ireland, in its $175 million acquisition by Saga Group Limited
• Helped ABRY Partners, a private equity firm, in its $1.3 billion acquisition of RCN Corporation (NASDAQ: RCNI)
• Counseled an NYSE-listed telecommunications company in an issuer tender offer for certain of its employee stock options to address adverse tax consequences to optionholders arising out of an options backdating inquiry
• Counsel to Kingsway Financial Services, Inc., a specialty provider of personal and commercial lines of property and casualty insurance in the United States and Canada, in its unsolicited tender offer for all outstanding securities of American Country Holdings Inc.

Professional Affiliations :

• Member, Rhode Island Bar Association

Education :

• J.D., magna cum laude, Georgetown University Law Center, 1995
• A.B., Stanford University, 1991

Admissions : New York; Rhode Island