Christopher D. McDemus

Partner

Chris is a well-respected corporate transactional attorney with a versatile skill set developed from over 14 years of global law firm and senior in-house counsel experience. Chris advises private and public companies in varying industries on mergers and acquisitions (including stock and asset deals), divestitures and spin-offs, venture capital and private equity transactions, debt financing transactions, joint ventures and strategic alliances, outsourcing transactions, commercialization and licensing of technology, commercial contracts and other general corporate matters. Chris also has significant experience advising and counseling CEOs, directors and senior management on a broad spectrum of issues including corporate governance. Drawing from his in-house experience, Chris understands the needs of corporate clients and the necessity to carefully balance legal advice with a client’s business and financial objectives.

While a portion of Chris’ diverse practice consists of advising mature companies, he has particularly extensive experience counseling entrepreneurs and start-up and emerging growth companies in all aspects of business and corporate activity. Often acting as outside general counsel, Chris advises start-up and emerging growth companies on day-to-day legal and business issues such as business plan development, entity formation, capital structure, financing, capital raising, exit strategies, employment matters, technology and software licensing, distribution agreements, commercialization and licensing of intellectual property, software development, commercial contracts, equity compensation, stockholder agreements, limited liability company agreements, partnership agreements and other general contractual matters.

Chris has represented start-up and emerging growth companies, venture capital funds, corporate venture units, angel and other private investors in venture capital transactions and private placements, including structuring and negotiating the purchase and sale of preferred stock, convertible debt and warrants or completing bridge loans, PIPE transactions or financing-related recapitalizations. To date, he has negotiated and closed in excess of $200,000,000 in venture financing rounds. He also makes the necessary introductions to assist his clients in raising capital. Chris is dedicated to nurturing and building start-up and emerging growth companies, networking and interacting with the venture community and providing insight through his blog at www.vcdeallawyer.com.

Prior work experience includes:

• Florio, Perrucci, Steinhardt & Fader, LLC (www.florioperrucci.com) – Partner
• ClearPoint (www.ilabornetwork.com) – Senior V.P. and General Counsel
• ICT Group, Inc. (www.ictgroup.com) – V.P. and Assistant General Counsel
• Scünci International, Inc. (www.scunci.com) – Senior V.P., Corporate Development and Chief Legal Officer
• Morgan, Lewis & Bockius LLP (www.morganlewis.com) (global law firm with over 1,400 attorneys) – Associate
• Cozen O’Connor, P.C. (www.cozen.com) (international law firm with over 500 attorneys) – Associate

Chris holds an undergraduate degree from Providence College and earned his Juris Doctorate from Widener University School of Law in 1995. During law school, he served as Internal Managing Editor of The Delaware Journal of Corporate Law. He is admitted to practice law in Pennsylvania, Delaware and New Jersey.

The following engagements are representative of Chris’ practice. He took the lead role when he:

Emerging Growth and Venture Capital

• Represented a market leader in pharmaceutical care for niche disease markets in a $37 million Series C Preferred Stock and Series D Preferred Stock round completed in parallel with the redemption of the Series A Preferred stockholders.
• Represented an optical component and network equipment maker in a $15 million Series B Preferred Stock round.
• Represented an online calendaring and scheduling company in Series A – G Preferred Stock rounds valued in the aggregate at $25 million.
• Represented an early stage accelerator and consulting outfit in a $7 million Series C Preferred Membership Interest round.
• Represented a corporate venture unit of a publicly traded international biopharmaceutical company in a $6.5 million Series D Preferred Stock investment in a clinical-stage pharmaceutical company focused on the discovery, development and commercialization of small molecule and protein therapeutics.
• Represented a publicly traded regional internet service provider in a $5 million Series A Preferred Stock PIPE financing transaction.
• Represented a publicly traded leading for-profit provider of education and school management services in a $10 million Series E Preferred Stock and Series F Preferred Stock PIPE financing transaction.
• Represented two early stage venture capital firms in Series A Preferred Stock investments totaling $5 million.
• Represented early stage technology company in a $625,000 Series A Preferred Stock financing round.
• Represented premier provider of business performance management solutions in a $4 million Series A Preferred Stock financing.
• Represented leading developer of software used to manage sports arenas in a $1 million Series B Preferred Stock round.
• Represented early stage technology company in a $2 million Series A Preferred Stock round.
• Represented developer of personal mixing systems and revolutionary audio networking products in a $2 million Series A Preferred Stock financing.
• Represented an online provider of various services in its Series B Preferred Stock financing round.
• Represented developer of reverse-auction technology in its $600,000 Series A Preferred Stock round consisting primarily of converted promissory notes.
• Represented a group of angel investors in a $500,000 Series A-1 Preferred Stock round invested into a mobile payments company.
• Represented a social commerce company in its pre-seed financing round of $150,000.
• Represented a technology company that provides medical simulator technology that aids students in learning about complex life science and medical topics in a $500,000 Series A Preferred Stock financing.

Mergers, Acquisitions and Divestitures

• Represented a publicly traded utility company acquiring majority control of several power and hydroelectric generation facilities for $650 million.
• Represented an international consumer products company divesting its largest division to a billion dollar competitor for $77 million.
• Represented the United States subsidiary of a U.K.-based international market information group in numerous acquisitions and mergers, totaling $13 million.
• Represented an interactive voice response company in a seller-financed, $8 million acquisition of a division of a publicly traded company.
• Represented a publicly traded utility company acquiring an equity interest in two synthetic fuel production facilities, designed to qualify for Section 29 IRC tax credits, for $375 million.
• Represented a leading supplier of equipment for general metal finishing, semiconductor and printed circuit board manufacturing in a sale of assets to management for $6.2 million.
• Represented a leading manufacturer and worldwide supplier of laser trackers and targets as well as metrology software in a $1.5 million debt financing and subsequent sale to a publicly traded leading provider of computer-aided manufacturing measurement solutions for $6 million.
• Represented a provider of outsourced services to health care institutions acquiring a laundry services company for $4 million.
• Represented a Swiss trading company divesting its North American cleaning solvent manufacturing subsidiary in a management buyout for $1.8 million.
• Represented a leading developer of software used to manage sports arenas in a stock-for-stock combination merger with a competing developer.
• Represented a leading enterprise software solutions provider to wholesale distributors in its acquisition of a provider of business management software and solutions provider to the fastener and industrial distributor segment for $3 million.
• Represented the largest, at the time, sleep diagnostics and therapy company in its sale by merger to a publicly traded designer and manufacturer of single patient use medical products for anesthesia, respiratory and related critical care.
• Represented the leading online music store in its sale by merger to a leading musical instruments retailer.
• Represented a premier supplier of laboratory information management systems and software in its acquisition of the laboratory management software and systems division of a publicly traded company.

 Debt Financing

• Represented a publicly traded chemical company serving agricultural, industrial and consumer markets in its $965 million debt re-financing, consisting of a term loan, revolving credit facility and senior secured notes.
• Represented an international consumer products company in a $15 million secured revolving credit facility.
• Represented Netherlands Antilles corporation in $30 million credit facility issued to Polish holding company with interests in Polish cable company.
• Represented online permit company in $5 million bridge loan in form of convertible notes with warrants.
• Represented developer and manufacturer racing bike components in $1 million loan and $400,000 line of credit.
• Represented software company in $500,000 bridge financing in the form of convertible notes with warrants.