Howard Kailes concentrates in corporate matters, such as mergers and acquisitions, financing of public and private entities, securities law matters, venture capital transactions and creation of investment vehicles. He has managed numerous international acquisitions, divestitures and investments involving sophisticated financial arrangements.
Howard has advised public and privately held principals in a variety of transactions, including such corporate divestitures as the sale of Hayward Industries, Inc., the largest swimming pool equipment manufacturer worldwide, to a partnership of CCMP Capital and MSD Partners, L.P. with Alberta Investment Management Corporation, as the result of an auction through Goldman Sachs & Co. LLC; the sale of Clean Venture, Inc., Cycle Chem, Inc. and affiliates, engaged in waste recycling and environmental remediation throughout the northeastern U.S., to Kinderhook Industries, Inc.; the sale of Emiliani Enterprises, Inc., the largest independent U.S. beauty products distributor, to the L’Oreal Group, following its divestiture of various divisions; the sale of Sensor Technologies Incorporated, a systems engineering and technology contractor to the U.S. Army, to ManTech International Corporation; the asset divestiture by The Purdy Corporation, a leading aerospace defense contractor, to The Timken Company; the domestic asset divestiture and foreign subsidiary share sale by Hayward Industries, Inc. of its international industrial filtration division to Eaton Corporation; the divestiture by Donjon Marine Co., Inc. to Sims Metal Management, Inc. of its joint venture interests in Port Albany Ventures, LLC, a mixed use bulk materials stevedoring facility; the asset sale by Excelsior Medical Corporation to affiliates of Roundtable Partners; the sale of United National Bancorp to the PNC Financial Group, Inc. for cash and registered shares, through a forward subsidiary merger; and the securities sale to IBM of Productivity Solutions, Inc., a Florida-based technology company, followed by a short-form merger.
Among corporate acquisitions, Howard has handled the purchases by Hayward Industries, Inc. of operations and entities in Australia, Spain, France, Quebec, California, Florida, Maryland, Tennessee and Rhode Island; the creation by Tata Global Beverages Ltd. of U.S. joint venture arrangements with Harris Tea Company to acquire tea blending facilities; the acquisitions by Musculoskeletal Transplant Foundation, Inc. of the Tissue Services Unit of American National Red Cross, Biomedical Services Division, the University of California, San Francisco Tissue Bank and the tissue recovery operations of the Rochester Eye and Human Parts Bank, Inc., and MTF’s joint development and commercialization ventures with, among others, Orthofix Holdings, Inc., Liventa Biosciences, Inc., Orthobond Corporation and Spineology, Inc., addressing human tissue products; and the acquisition by Donjon Marine Co., Inc. of the former Litton Industries shipbuilding facility in Erie, Pennsylvania, and subsequent creation of successive joint venture arrangements with Seacor Holdings, Inc. providing for the construction, construction financing and permanent financing of such vessels as a state-of-the-art articulated tug barge.
Howard has handled the recapitalization of a public company through its exchange offer for high-yield notes of a combination of cash, notes and preferred stock; the “going private” of a Connecticut-based software and hardware developer with a class of securities registered under the Securities Exchange Act of 1934; and the offer to purchase by Hayward Industries, Inc. of shares of its common stock. He has also handled the financing of a Georgia-based life sciences company through successive preferred stock private placements, including its recapitalization through the restructuring of senior debt facilities and reclassification of outstanding preferred securities, and the recapitalization and financing of a Morristown-based technology company through successive private placements of convertible, subordinated debt, preferred equity and common equity.
Howard aided in the organization in Bermuda of a private equity fund managed by the domestic affiliate of a German bank and its Regulation S offering in equity and debt securities, in addition to creation of its parallel fund in Luxembourg and the latter’s private offering of securities. He also represents publicly-traded, non-U.S. enterprises in exempt securities transactions in the U.S. In addition, Howard has acted as counsel in the creation of a number of “master-feeder” hedge fund structures with domestic and Cayman Islands issuers managed by major U.S.-based investment advisers.
Other matters in which Howard has been retained extend to successive leveraged buy-outs on behalf of a New Jersey-based private equity fund, and subsequent divestitures; the stock sale of a Silicon Alley based media enterprise to Corbis Corporation; the sale to Veolia Environment of a New Jersey-based waste recycler; the sale to a public issuer of a national magazine publisher; and the successive acquisitions by a public, St. Louis-based issuer of enterprises engaged in trenchless pipeline rehabilitation.
Howard is former practice group leader of the firm’s Corporate, Securities and Business Transactions practice group and a former chair of the firm’s growth committee. Following the firm’s acquisition of Krugman and Kailes, LLP in 2002, he has been integrally involved in the firm’s acquisitions of the Hartford office of Cummings & Lockwood, LLC, the Boston firm of Gadsby Hannah LLP, the New York firm of Pollack & Kaminsky, the Washington firm of Miller, Balis & O’Neil, P.C. and the East Brunswick and New York firm of SorinRand LLP. After 171 years of continuous practice by McCarter, in 2016 Howard authored the firm’s partnership agreement.
Howard has been recognized as a Chambers USA “Leaders in Their Field” lawyer from 2007-2019. According to Chambers’ sources, he is recognized by clients and peers as a creative thinker who is “a brilliant guy who pushes us and thinks strategically.” He is also described by market sources as “highly intuitive about how to structure deals,” and as someone who “quickly grasps all the issues and articulates the relevant positions well and efficiently. He is extremely sharp and helpful during negotiations.” He “has an excellent understanding of the market and our businesses,” is “unbelievably responsive,” and “has proven time after time to be extremely astute and business-savvy, with boundless energy and focus to get the job done,” clients say.
