John J. McCague is a Member of the firm in the Business Division.  His practice focuses on mergers and acquisitions, securities offerings, debt and equity financings, corporate governance and general corporate matters.  He represents public and private companies in business transactions and financial and strategic investors in leveraged buy-outs, as well as management teams in management buy-outs.  Such representation encompasses deal structure and strategy, transaction documentation, financing issues and the due diligence process. 

Mr. McCague has been named a Pennsylvania Super Lawyer for 2006 and 2007.  Only the top five percent of Pennsylvania lawyers received this distinction.  Mr. McCague holds an AV^® rating from Martindale-Hubbell.

Among Mr. McCague’s representative matters, he has:

• Represented a NASDAQ-listed defense contractor in a $300 million merger of equals.  Negotiated merger documents and counseled the company’s Board of Directors on its fiduciary duties under Delaware law.
• Represented a public company in $100 million sale of its wholly-owned subsidiary to a Wall Street venture fund.
• Represented management in a $65 million management buy-out of the North American operations of a printing and publishing company from the publicly-owned European parent, including negotiation of management’s “equity promote,” the buyer’s asset based credit facility, and the common and preferred stock investment by a financial investor.
• Represented a publicly-owned NYSE-listed holding company of steel service centers in the sale of 12 non-core businesses to strategic investors in several 363 bankruptcy transactions, realizing sales proceeds of approximately $75 million, which enabled the company to emerge from bankruptcy.  Pre-bankruptcy, served as “deal counsel” in the company’s acquisition of 10 steel service center companies through stock purchase, asset purchase and merger transactions.
• Represented a Delaware printing and publishing holding company in the sale of its four operating subsidiaries, three through asset purchase transactions and the fourth through a stock sale, generating aggregate sale proceeds of approximately $60 million.
• Represented “stalking horse” financial buyer in the $25 million purchase of a steel industry supplier in a Chapter 11 bankruptcy transaction, including negotiating the purchase agreement, term loan, working capital credit facility, and mezzanine loan (with warrants), assisting with various PA state funding programs, conducting due diligence and meeting with DOJ regarding antitrust issues.
• Represented a private company in a $22 million strategic acquision of an industry related private company.
• Counseled a publicly-owned NYSE-listed pharmaceutical company with respect to corporate governance planning and strategy, including matters arising under the Sarbanes-Oxley Act, SEC Regulations, NYSE Rules and Pennsylvania and Delaware Business Corporation Laws.

Education:
J.D., Duquesne University School of Law, 1989 (Managing Editor Law Review)
B.A., Washington and Jefferson College, 1976
M.A., University of London, 1978
M.B.A., Thunderbird, The Garvin School of International Management, 1979

Admissions:
Pennsylvania; U.S. Court of Appeals for the Third Circuit.

Membership Affiliations:
Allegheny County, Pennsylvania and American Bar Associations;  Board member of the American Cancer Society of Allegheny County, Pennsylvania;  Advisory Committee of the Ireland Institute of Pittsburgh