Lorne S.Cantor

Experience

VSE acquires Kellstrom Aerospace Group and completes $172.5 million public offering of Common StockJones Day is advising VSE Corporation, a leading provider of aftermarket distribution and repair services, in the $200 million acquisition of Kellstrom Aerospace Group, Inc., a portfolio company of AE Industrial Partners, LP and a diversified global distributor and service provider supporting the commercial aerospace engine aftermarket.

Engage PEO acquires SynchronyHRJones Day advised Engage PEO in the acquisition of SynchronyHR, a national PEO headquartered in St. Louis, Missouri.

Engage PEO acquires Human Resources Inc.Jones Day advised Engage PEO in the acquisition of Human Resources Inc., a Crofton, Maryland-based PEO, serving customers in Maryland, the District of Columbia, and Northern Virginia.

VSE Corporation completes $150 million public offering of Common StockJones Day represented VSE Corporation (NASDAQ: VSEC) in connection with an underwritten public offering of 2,112,676 shares of VSE's Common Stock at a price of $71.00 per share (before underwriting discounts and commissions).

VSE Corporation acquires Turbine Controls, Inc.Jones Day advised VSE Corporation in the $120 million acquisition of Turbine Controls, Inc., a provider of maintenance, repair and overhaul (MRO) support services for complex engine components, as well as engine and airframe accessories, across commercial and military applications.

VSE Corporation sells Federal and Defense Services operating assetsJones Day advised VSE Corporation in the sale of substantially all of its Federal and Defense Services operating assets.

Hard Rock partners with Steve Cohen to bid for casino and entertainment complex in New YorkJones Day advised Hard Rock International in connection with its partnership with Steve Cohen, owner of the New York Mets, for a bid to secure a downstate New York gaming license.

VSE acquires assets and license from HoneywellJones Day advised VSE Corporation in the $105 million asset purchase and perpetual license agreement to manufacture and support certain of Honeywell International’s fuel control systems on four key engine platforms.

Engage PEO acquires Zamp HRJones Day advised Engage PEO, a leading professional employer organization (PEO) providing HR outsourcing solutions to small and mid-sized businesses across the U.S., in the acquisition of Zamp HR, a Lindon, Utah-based PEO with over 10,000 worksite employees, expanding Engage's growing presence in the western region of the U.S.

VSE Corporation completes $120 million public offering of Common StockJones Day represented VSE Corporation (NASDAQ: VSEC) in connection with an underwritten public offering of 2,475,000 shares of VSE's Common Stock at a price of $48.50 per share.

VSE Corporation partners with The Loar Group to acquire Desser AerospaceJones Day advised VSE Corporation (NASDAQ: VSEC) ("VSE") in its acquisition (the "Acquisition") of Desser Aerospace ("Desser") for a purchase price of $124 million.

Hard Rock finalizes Greek joint venture with GEK TERNA S.A. to develop, own and operate Integrated Casino Resort in Athens, GreeceJones Day advised Hard Rock International in connection with its acquisition of a majority stake in a joint venture partnership with GEK TERNA Group, a Greek conglomerate listed on the Athens Stock Exchange. 

Hard Rock Digital enters partnership with Playtech plcJones Day advised Hard Rock Digital in connection with its strategic partnership with Playtech plc.

Hard Rock International refinances existing term loan facilitiesJones Day represented Hard Rock International in connection with the refinancing of its senior secured term loan facility and revolving credit facilities.

VSE Aviation acquires Precision Fuel ComponentsJones Day advised VSE Aviation Services, LLC, a subsidiary of VSE Corporation (NASDAQ: VSEC), in the acquisition of Precision Fuel Components LLC.

Hard Rock International acquires The Mirage Las Vegas Hotel and CasinoJones Day represented Hard Rock International (Hard Rock) on the acquisition of The Mirage Las Vegas Hotel and Casino in Las Vegas from MGM Resorts International.

Engage PEO acquires Fusion Employer ServicesJones Day advised Engage PEO in the acquisition of Fusion Employer Services, a Lawrenceville, New Jersey-based professional employer organization which has deep roots in the New Jersey market and a reputation for high-quality specialty services, including payroll and tax, human resources management, a full range of benefits, 401(k), and workers' compensation.

Engage PEO acquires CEOHR, Inc.Jones Day advised Engage PEO in the acquisition of CEOHR, Inc., a Sarasota, Florida-based professional employer organization.

RIA Advisory receives strategic investment by Avance Investment ManagementJones Day advised RIA Advisory in the strategic investment by Avance Investment Management.

Seminole Tribe of Florida refinances credit facilitiesJones Day represented the Seminole Tribe of Florida in connection with refinancing facilities consisting of a revolving credit facility and a term loan A credit facility.

The following represents experience acquired prior to joining Jones Day.

M&A and Joint Ventures

Represented Hard Rock International and its joint venture partner in connection with the acquisition of the Trump Taj Mahal Hotel & Casino in Atlantic City from affiliates of Carl Icahn.

Represented Atkins North America, a subsidiary of SNC-Lavalin, in its acquisition of Data Transfer Solutions, a leader in asset management and geographic information systems within the North American market.

Represented Hard Rock International in connection with its investment in HR Ottawa and the negotiation of management and branding agreements related to the operation of the Hard Rock Casino Ottawa, which was selected as the winning bidder by the Ontario Lottery and Gaming Corporation (OLG) to be the service provider for the Ottawa Area Gaming Bundle 1.

Represented Amaya in the sale of its subsidiary Cadillac Jack to AGS, a designer and manufacturer of gaming products for the casino floor and a portfolio company of Apollo Global Management, for an aggregate purchase price of $382 million.

Represented Hard Rock International in its acquisition of casino and hotel-casino rights in the western United States and in several key international markets from BREF HR.

Represented Hard Rock International with its investment in Northfield Park Associates and the negotiation of management and branding agreements related to the operation of the Hard Rock Rocksino at Northfield Park in Cleveland, Ohio.

Represented Grupo Taca Holdings in its joint venture with Synergy Aerospace Group (whose holdings include Avianca, SAM, and Tampa airlines) to create one of the largest airline groups in Latin America.

Represented Bozel, a producer of calcium silicon, in the sale of its European and Brazilian subsidiaries to Japan Metals & Chemicals Co. within its chapter 11 bankruptcy proceeding.

Represented Florida East Coast Industries with its acquisition of the Codina Group, one of the largest industrial developers in Florida.

Represented Capitalink, a middle-market investment bank based in South Florida, on its merger with and into Ladenburg Thalmann Financial Services.

Represented EPIQ Systems with its acquisition of the claims preference business of Gazes and Hilsoft Notifications, a provider of legal notification services.

Represented Hull & Company, a wholesale insurance broker, with its sale to Brown & Brown.

Securities Offerings and Financings

Represented the Seminole Tribe of Florida in connection with its new $2.4 billion senior secured credit agreement consisting of a $500 million revolver due 2022, $200 million funded term loan A due 2022, $500 million delayed draw term loan A due 2022, and $1.2 billion funded term loan B due 2024, which is secured by a pledge of revenues generated by certain of the Seminole Tribe's gaming facilities.

Represented Amaya, as borrower, in connection with its acquisition of the Oldford Group Limited, for senior secured credit facilities in the aggregate amount of $2.9 billion and consisting of the following: a $1.75 billion seven-year first lien term loan and a €200 million seven-year first lien term loan, a $100 million five-year first lien revolving credit facility, and an $800 million eight-year second lien term loan.

Represented Hard Rock International in a $640 million financing comprised of a Rule 144A offering of $350 million senior notes due 2021 and a $290 million senior secured term loan. The representation also included a related tender offer for $525 million outstanding senior secured notes due 2014.

Represented the Seminole Tribe of Florida in multiple finance and securities transactions including a $750 million senior secured credit facility, Rule 144A offering of $367 million gaming division bonds due 2017, and Rule 144A offering of $459 million special obligation bonds due 2020.

Represented the Pokagon Band of Potawatomi Indians with its $410 million syndicated credit facility and the related tender offer of its outstanding senior indebtedness.