Gregory Giammittorio

Greg Giammittorio is a Partner in the firm’s Corporate and Intellectual Property Practices. He represents private and publicly held companies in all stages of growth on a range of issues involving mergers and acquisitions, joint ventures, strategic alliances, venture capital, corporate governance, and public and private securities offerings. Mr. Giammittorio has worked on mergers and acquisitions for software, government services, telecommunications, semiconductor, information technology, medical device, media, energy, and life science companies.

He has developed numerous acquisition programs for companies whose growth strategy involves a consistent mix of both organic growth and growth through acquisitions. Mr. Giammittorio has served as lead outside counsel on hundreds of M&A and investment transactions, leveraged buy-outs and management buyouts. In addition, he has provided counsel to leading companies in the region on a variety of strategic commercial relationships involving matters such as strategic alliances, joint ventures, teaming agreements, joint research and development agreements, intellectual property licensing arrangements, and OEM, reseller, service provider and distribution agreements.

Mr. Giammittorio also provides corporate governance and fiduciary duty counselling to companies and their directors, controlling stockholders, and others with governance duties.  He has assisted companies in instituting policies and procedures and governance compliance templates. In addition, he helps boards of directors navigate the fulfillment of their fiduciary duties in specific transactions with challenging fact situations, such as interested party, going private, and similar situations.

Representative Experience

• The Advisory Board Company in the restructuring and reorganization of Evolent Health Holdings, Inc. and the related investments in Evolent Health by The Advisory Board Company, the University of Pittsburgh Medical Center, and TPG Capital.
• Amadeus Global Travel Distribution in its acquisition of airline travel distribution company System One Corporation for a combination of cash and a 12.4% interest in Amadeus.
• Amadeus Global Distribution in its minority investment in Vacation.com, a web-based, consumer facing travel reservation company.
• American OsteoMedix Corporation, a spinal surgery device company, in its acquisition by Interpore Cross International, Inc.
• Arctic Slope Research Corporation in a series of acquisitions and divestitures of government contracting businesses.
• CMX Technologies, Inc. in its acquisition by Xator Corporation.
• Discovery, Inc. in its joint venture with another media company and a technology company to create a joint intellectual property holding company.
• Exelis, Inc. in its acquisitions of government contracting technology companies Space System Corporation and Celestech.
• Forcepoint LLC in the acquisition of Imperva’s Skyfence business, which provides visibility and control solutions for cloud-based enterprise applications.
• Forcepoint LLC in its acquisition of RedOwl, a leader in security analytics focused on helping customers understand and manage human risk.
• Freescale Semiconductor, Inc., one of the world's largest semiconductor companies, in the sale of its gallium arsenide power amplifier front-end module business unit to Skyworks Solutions, Inc., a publicly traded semiconductor manufacturer.
• Freescale Semiconductor, Inc., in its $110 million acquisition of SigmaTel, Inc., a Texas-based public semiconductor company.
• Freescale Semiconductor, Inc. in the sale of its timing solutions division to and patent cross-license agreement with Integrated Circuit Systems, Inc.
• Freescale Semiconductor, Inc. in its acquisition of CommASIC, a fabless semiconductor company focused on solutions for the wireless broadband market.
• Freescale Semiconductor, Inc. in its acquisition of PrairieComm, Inc., a venture-backed provider of baseband integrated circuits, software and reference design services for wireless handsets.
• KEYW Corporation in its acquisition of Sotera Defense Solutions, Inc., a national security technology company, for approximately $235 million from Ares Management, L.P.
• KEYW Corporation in its acquisition of Rsignia, Inc., a provider of advanced cybersecurity solutions to industry and government customers.
• KEYW Corporation in its acquisitions of SenSage, Inc., a company focused on helping organizations identify threats, improve cybersecurity defenses, and achieve industry and regulatory compliance.
• Lennox International Inc. in its divestiture of its Kysor Warren refrigeration products business to Epta S.p.A., a privately-owned commercial refrigeration products company headquartered in Italy.
• Lennox International Inc. in its divestiture of its worldwide hearth products business to ComVest Investment Partners Holdings LLC.
• Lennox International Inc. in its acquisition of several refrigeration products distribution and services companies.
• LLR Partners in its acquisition of iJet International, an integrated risk, travel risk, and crisis management company.
• Management Systems International, Inc., a provider of consulting services to developing countries in fields such as democracy, governance, economic growth and environmental policy, in connection with its acquisition by Coffey International Limited, an Australian public company.
• Mantech International Corporation in the acquisition of several technology focused government services companies.
• MHz Networks LLC in its separation from a non-profit organization, acquisition of certain media assets from the organization, and the structuring of the ownership in MHz Networks LLC by the non-profit organization.
• Motorola, Inc. in connection with its development and sale of wireless local multi-point and multi-channel multi-point distribution systems, including intellectual property licenses and related joint venture and teaming agreements.
• Motorola, Inc. in its role as the prime contractor to Iridium, LLC for the approximately $5 billion IRIDIUM mobile telecommunications project, involving a global network of 66 low earth orbit communications satellites and related ground-based facilities.
• Motorola, Inc. in connection with the planned Teledesic system, a multi-billion dollar broadband telecommunications system involving a global network of satellites and related ground based telecommunications facilities and customer premises equipment.
• Navistar, Inc. in its acquisition of concrete mixer truck manufacturer Continental Manufacturing, Inc. and in a series of divestitures of wholly-owned dealership businesses.
• SecureForce, LLC, a cybersecurity solutions provider, in the sale of substantially all of its assets to Baum, Romstedt Technology Research Corporation (BRTC), a professional services provider to federal government agencies.
• SoftBank Corporation in its $21.6 billion acquisition of Sprint Corporation and in connection with Sprint Corporation’s simultaneous $4 billion take-private transaction of Clearwire.
• SoftBank Corportion in its lead of a $210 million investment in the internet technology company Ola Cabs.
• Sprint Corporation in its formation of a 500 store retail outlet and retail technology joint venture company with Dixons Carphone plc, which included related technology services and management agreements.
• Stratos Global Corporation in the purchase of the assets of the satellite telecommunications subsidiary of a major oil company for $60 million.
• Stratos Global Corporation in the acquisition of two subsidiaries of ICG Communications, Inc. In the first acquisition, Stratos acquired all of the outstanding shares of MarineSat Communications Network, Inc., a provider of maritime satellite services. In the second, Stratos acquired all of the outstanding shares of Nova-Net Communications, Inc., a provider of VSAT services.
• Stratos Global Corporation in the acquisition from Motient of all of its maritime satellite service businesses in three separate interrelated agreements.
• Stratos Global Corporation in the acquisition of the maritime and industrial satellite communications business of British Telecom for approximately $300 million.
• TerreStar Networks, Inc. in connection with satellite procurement matters and in connection with a joint venture transaction with Celsat Inc. to form a new satellite communications services company.
• TSS Software Corporation, a leading provider of software for real estate title, settlement and abstracting companies, in its sale to First American Financial Corporation.
• XM Satellite Radio, Inc. in connection with a wide variety of technology and service agreements, such as software development, launch services, satellite construction, software licensing and equipment development and purchase agreements.
• Xylem, Inc. in its acquisition of Tideland Signal Corporation, a private equity owned company specializing in analytics solutions in the coastal and ocean management sectors.