Charles S. Detrizio
Chuck Detrizio is a partner in the Corporate and Banking practice groups of Sherman Wells. Chuck’s transactional and counseling practice covers a wide array of industries and business sectors, with substantial experience in healthcare, energy, manufacturing, IT services, and marketing.
Chuck represents clients in all aspects of structuring, negotiating and consummating domestic and cross-border mergers, acquisitions, divestitures, joint ventures, strategic alliances and project developments. These clients include closely-held companies and their principals, other middle market enterprises and large cap corporations. Chuck also represents financial institutions, investment funds, investors and companies in equity financings, project finance and other debt financings, recapitalizations and restructurings.
In addition to his transactional experience, Chuck advises clients on day to day and other matters affecting their businesses, including commercial contracting, corporate governance, equity holder disputes and the drafting and negotiation of management, employment, consulting and licensing agreements.
Chuck is regularly identified as one of the region’s leading corporate and M&A attorneys. These recognitions include listing in Best Lawyers in America and New Jersey Super Lawyers since 2006. In addition, 2018 marks the eight consecutive year that Chuck has earned individual recognition in Chambers USA’s annual guide of top attorneys as a leading practitioner in the Corporate/M&A field in New Jersey. Chambers USA has distinguished Chuck for his “superb and deep experience” in healthcare, energy and other industries and, over the years, has quoted clients in describing him as: a "very knowledgeable and client-focused" attorney who is "extremely strategic and creative in his thinking"; a “fantastic”, "smart, hard-working” and “extraordinarily dedicated practitioner”; and a “very practical business attorney with great attention to detail” “who comes up with a lot of things that other lawyers don’t think of”.
Prior to joining Sherman Wells in 2014, Chuck was a partner for 10 years in the Corporate, Healthcare and Energy practice groups at Riker Danzig LLP. From 1997 to 2004, Chuck practiced in the New York office of King & Spalding LLP, where he was elected partner in 2000 and was a member of the Mergers & Acquisitions and Energy Industries practice groups. From 1993 to 1997, he was a member of the National Health Law and Corporate & Securities practice groups of Epstein Becker & Green, P.C. in New York. He began his legal career in 1991 as a banking and project finance associate in the New York office of Winston & Strawn LLP.
EducationDuke University School of Law, J.D. (1991)Case Western Reserve University, B.A., summa cum laude (1988)
New Jersey New York
Chambers & Partners USA for Corporate/M&A New Jersey (Since 2011)Best Lawyers of America for Corporate Law (Since 2007) New Jersey’s Super Lawyers, Mergers & Acquisitions (Since 2006) Award Methodology
- Represent a multiple-site physical therapy practice in its sale of assets to, and practice management arrangement with, a national operator and manager of outpatient physical therapy clinics.
- Represent a lender in the $52 million project financing of a skilled nursing, post-acute care rehabilitation center and an assisted living facility, which two healthcare facilities consist of a total of 275 patient beds.
- Represent a lender in the $25 million construction financing of an approximately 83,000 square foot, multi-building post-acute care rehabilitation center containing 124 patient beds.
- Represent practice groups and individual physicians and dentists in (i) formations and acquisitions of practices, (ii) equity “buy-ins” by new physicians and dentists, (iii) equity “buy-outs” of departing physicians and dentists, (iv) sales of medical practices to, and negotiation of employment agreements with, hospitals and (v) the mutual negotiation or other resolution of shareholder disputes.
- Represented the purchaser of a dental medical device manufacturing and distribution business and, over the course of 15 years, represented the same client in various commercial matters, including several add-on acquisitions of dental product and service businesses and, ultimately, in the sale of the consolidated business to a private equity fund.
- Represent an ambulatory surgical center in its establishment of a compliance plan with respect to U.S. federal anti-kickback laws, the Stark Law, the False Claims Act, HIPAA and relevant state laws.
- Represent purchaser of a branded organ preservation solution business, Custodiol, pursuant to a FTC-directed divestiture arising from the $2.5 billion acquisition by Barr Pharmaceuticals, Inc. of Pliva d.d.
IT Services and Software Development
- Represent a Northeast-based independent power producer in its acquisition of a 99% interest in a project company operating a 20 MW operating wind farm in Minnesota. This representation also included the negotiation and documentation of acquisition financing, the project company partnership agreement, and arrangements governing the post-closing management and operation of the wind farm.
- Represent a private power generation company in the sale of a portion of its 913 MW portfolio of gas-fired power generation facilities located across the Northeast United States.
- Represent a private power generation company in its purchase of a project company that owns and operates a 32.5 MW natural-gas and oil fired merchant power facility located in Massachusetts.
- Represent a leading producer of renewable energy and fertilizer products from organic waste in its acquisition of a 60-acre recycling center from distressed seller.
- Represent Calpine Corporation as its New Jersey counsel in its $1.63 billion purchase of 4,490 MW of power generation assets from Pepco Holdings, Inc. and the related acquisition financing from a syndication group led by Credit Suisse AG. The purchase included 18 operating power plants, half of which were located in New Jersey.
- Represent a boutique energy industry investment banking firm in its investment in, and management arrangement with, the owner and developer of over 400 MW of wind and solar power projects located in the Pacific Northwest.
- Represent a rooftop solar power developer in its formation and the development of solar projects, including negotiation of purchase and installation agreements, solar power purchase agreements, access agreements and asset management agreements.
- Represent a college preparatory day school in its development of a 400 kW rooftop solar system, including advising with respect to a long-term SREC purchase and sale arrangement, a leveraged lease financing arrangement, and U.S. Treasury cash grant issues.
- Represent Luxoft Holding, Inc., a global IT service provider of innovative technology solutions, in its acquisition from Penguin Random House, the world’s largest trade-book publisher, of Smashing Ideas, a Seattle-based design and innovation agency providing digital research, strategy and design services to Fortune 500 clients.
- Represent Luxoft Holding, Inc. in its acquisition of INSYS Group, Inc., a U.S.-based IT consulting provider serving Fortune 100 and other blue-chip corporations in the healthcare, pharmaceuticals & biotech and telecom sectors in the areas of advanced predictive analytics, business intelligence and data warehousing, digital marketing, and enterprise information management.
- Represent Greenlight Technologies, a leading governance, risk management and compliance software developer, and its founders in a Series A funding led by Storm Ventures, a leading Silicon Valley venture firm that focuses on making capital investments in cutting edge information technology and networking start-up companies.
- Represent Luxoft Holding, Inc. in its acquisition of Intro Pro, a Ukraine and U.S.-based engineering consulting firm with deep expertise spanning the complete lifecycle of enterprise and embedded software architecture, development, testing and quality assurance, maintenance and managed services for content delivery and management specifically focused on the TV, Media, and Entertainment industry.
- Represent eZLO Innovation LLC, a global leader in the development of smart solutions for homes and businesses, in its acquisition of two South Carolina-based, design, engineering and manufacturing firms that provide wireless automation for flood detection and damage prevention.
- Represent Luxoft Holding, Inc. in its acquisition of Radius Inc., a U.S.-based solution provider focused on the Internet of Things (IoT) sector.
- Represent GDC Properties, Inc. and its affiliates in its $244 million restructuring and purchase of LLC interests in six real estate holding companies controlling premium shopping centers in the greater Denver, Colorado area. This representation also included the negotiation and documentation of arrangements governing the joint ownership, management and operation of such companies and properties following the acquisition.
- Represent boutique investment firm in its investment in, and joint venture with, a registered investment advisor that provides real estate and real assets investment consulting services to institutional investors, including pension plans, sovereign wealth funds, endowments, foundations, and family offices.
- Represent a Fortune 100 chemical manufacturer in its formation of a joint venture for the research & development, manufacture, sale and marketing of specialty latex products in North America, Latin America, Europe and the Pacific.
- Represent investor group in the negotiation and formation of a $150 million joint venture with a real estate management firm for the acquisition, management and disposition of retail and other commercial properties across the U.S.
- Represent client in the formation of a Minority Business Enterprise-certified joint venture that provides staffing, design, packaging and distribution services to Fortune 500 and other consumer product and pharmaceutical clients.
- Represent GDC Properties, Inc. and its affiliates in their $211 million acquisition from Acadia Realty Trust, by means of a recapitalization and a two-step merger, of a 77.78% interest in portfolio companies controlling a Wilmington, Delaware retail complex exceeding one million square feet in size. This representation also included the negotiation and documentation of arrangements governing the joint ownership, management and operation of such companies and properties following the acquisition.
- Represent Canadian steel manufacturer and distributor in a series of U.S. transactions, including its acquisition of a Maine-based full metal service center and metal fabricator, its acquisition of a New Hampshire-based steel plate flame cutting company, and its acquisition of a North Carolina-based industrial fastener distribution business.
- Assist a marketing and manufacturing agency establish a trading and services subsidiary in China utilizing a two-tier wholly foreign owned entity/Hong Kong company structure.
- Represent the North American division of a global generic pharmaceutical company in the negotiation of its core commercial contracts, including group purchasing and supply agreements with national pharmacies, and master services and manufacturing agreements for all product production requirements.
Investment Funds and Securities Transactions
- Represent Maple Partners in a capital raise and its related recapitalization, together with Goldman Sachs Private Capital Investing, of Lakeshore Recycling Systems, the largest private waste company in Illinois.
- Advise a global investment management company with respect to New Jersey Shareholder Protection Act and related poison pill issues in connection with the proposed $5 billion hostile takeover by Martin Marietta Materials, Inc. of New Jersey corporation, Vulcan Materials Co.
- Represent a $400 million private trust in a series of investments and divestures in various private equity funds, hedge funds and technology companies.
- Represent controlling shareholder of financial services firm in the spin-off of its investment management business to current shareholders and key employees.
- Represent Foundation Venture Capital Group, LLC (“FVCG”) in early-stage and later round investments in, and subsequent sales of, several drug discovery and development companies. FVCG, a scientific discovery venture fund, exclusively invests in start-up companies developing technology at Princeton University and Rutgers University.
- Represent individuals in $20 million of PIPE investments in NASDAQ- and TSX (Toronto) Venture Exchange-listed companies by means of the issuance of new classes of senior convertible preferred stock, convertible notes and warrants. These representations also involved advising clients regarding board rights, fiduciary duties and related issues.
- Represent Aeon (U.S.A.), Inc., as the majority shareholder of The Talbots, Inc., in its $517 million acquisition of The J. Jill Group.
- Represent boutique investment firm in its convertible debt investment in a premiere New York City area brewery. Transaction included negotiation of debt instruments and development and implementation of complex ownership structure among domestic and foreign co-investors.