Frank T. Cannone

Frank Cannone is the Chair of the Corporate Group and a member of the Executive Committee at Gibbons P.C. Mr. Cannone’s practice is focused on mergers and acquisitions, private equity, early-stage and emerging growth, and corporate and securities law. He has extensive experience representing clients in connection with public and private capital raising, private equity, venture capital, mergers and acquisitions (in middle market transactions), public-private-partnerships (P3)/government transactions, alternative energy finance, cross-border transactions, corporate healthcare, venture capital, and other early-stage transactions.

Under Mr. Cannone’s leadership, the Gibbons Corporate Group has become known for its complex and sophisticated transactions and strong capital markets-based approach to corporate practice. As a result, the Gibbons Corporate Group was included on the DOW JONES Private Equity Analyst lists of “Most Active Law Firms” in the nation in private equity transactions for six years in a row. In addition, the Corporate Group has also been included on Chambers USA’s lists in the corporate arena.

For his accomplishments, he was selected as one of only 25 NJBIZ “Leaders in Law” in 2022 and was inducted in 2021 into the Hall of Fame of the Seton Hall Stillman School of Business Center of Innovation and Entrepreneurship. He is listed in Chambers USA, Best Lawyers®, and New Jersey Super Lawyers, and included on The Legal 500’s 2023 M&A Private Practice Powerlist-USA Region.

Recent Representations

Mergers and Acquisitions

• QPhoton, a quantum photonics innovation company that developed a quantum photonic system, in its merger into Quantum Computing Inc. (QCI), a NASDAQ-listed company and leader in accessible quantum computing software, resulting in QPhoton having a 49% ownership of QCI.
• 360 Fire Prevention, LLC, engineer, designer, and installer of fire sprinkler systems for commercial and residential buildings, in connection with the Sellers’ sale of all of their membership interests of the Company to The Pace Companies of New York, LLC, an affiliate of private equity fund, Eaglestone Capital Management, a private equity fund.
• AS Software, Inc., developer of structured reporting, image management, and electronic medical record (EMR) solutions for OB/GYN and maternal-fetal medicine, radiology, and vascular, in the sale of equity control to private equity fund, AEA ASL Corp., a private equity fund.
• Bergen Shippers Corp. d/b/a Bergen Logistics, provider of a broad range of services related to supply chain management, and specializing in retail, warehousing, configuration, fulfillment, kitting, print production, distribution, payment solutions, and after-sales services, in the sale of equity control to Elanders Holding USA Inc., a subsidiary of Elanders AB, a Swedish company, a strategic purchaser.
• Birkenstock Group, a renowned international lifestyle brand, in the April 30, 2021 €3.7 billion sale of a majority interest to L Catterton, the largest and most global consumer-focused private equity firm.
• Figur Machine Tools LLC, developer of 3D printers for sheet metal, and its founder, CEO, and sole owner, in its sale to Desktop Metal, Inc. in a SPAC (special-purpose acquisition company) related transaction.
• Lander Holdings Limited, a private specialty finance company based in the U.K., with its acquisition and related debt restructuring of Tricorn USA Inc., a Delaware corporation.
• AmSpec L.L.C., in multiple acquisitions, most recently in the acquisition of all of the stock of Marine Technical Surveyors, Inc., a Louisiana corporation.
• Marina Energy, LLC, a subsidiary of South Jersey Industries, Inc., in the purchase and development of a 7.4 MW ground-mounted solar photovoltaic system on a properly closed sanitary landfill located in Florence Township, Burlington County, New Jersey.
• Millennial Brands (Rocket Dog brand), designer and distributor of women’s shoes and apparel products, in connection with the sale of its business and assets to Top Pick, Inc. and Maxguard Limited.
• Panasonic Corporation in the sale of Coronal Energy, LLC, a national developer of solar facilities, to Capital Dynamics, an independent global private asset management firm, of nearly all of Coronal’s solar project development business and completed project portfolio of 16 operating solar facilities.
• SGS North America, Inc., subsidiary of SGS SA, Geneva, Switzerland, the world’s leading inspection, verification, testing, and certification company, with:
  • its acquisition of all the equity of Harrison Research Laboratories, Inc., a clinical research organization providing services to the cosmetic, personal care industry.
  • its acquisition of all of the equity of Thomas J. Stephens & Associates Inc., a nationally recognized clinical research organization serving the cosmetic and personal care industry.
  • its sale of its U.S. pre-owned vehicle inspection activities to private equity firm, Ten Oaks Group.
  • its combined acquisition of all the equity of Silver State Analytical Laboratories, Inc. and Excelchem Laboratories, Inc., regionally recognized environmental testing laboratories serving companies and government agencies across the western U.S. for their water and soil needs.
  • its acquisition of Penumbra Security, Inc., a recognized leader in the U.S. in providing information security conformance testing to government standards and regulatory compliance for multinational companies.
• Triangle Home Fashions, a leading designer and online marketer of adult and youth home décor to e-tailers such as Amazon, Walmart.com, and Wayfair in the sale of equity control to TZP Capital Partners, a private equity fund.
• The Burns & Roe Group, Inc. and Burns and Roe Enterprises, Inc., leaders in power generation, transmission, and distribution engineering, in the sale of all of their capital stock to POWER Engineers, Inc., a leader in power and energy engineering as well as food, beverage, oil, gas, and communications, with operations in 30 countries.
• The Medicines Company (NASDAQ), a global pharmaceutical company, with its acquisition of Tenaxis Medical, Inc., a developer of sealants and anti-adhesion agents for vascular and general surgical markets, in a cash-out merger valued at $170 million.
• UDG Healthcare (London Stock Exchange), an Ireland-headquartered global leader of diversified medical services, with its acquisition of KnowledgePoint360, a provider of multichannel healthcare communication and advisory services, valued at $144 million.
• Quest Diagnostics (NYSE), the world’s leading provider of diagnostic information services, with the sale of its HemoCue diagnostic products business headquartered in Sweden to Radiometer Medical Aps for a purchase price of $300 million.
• Schaffner Holding AG Acquisitions of U.S.-based Transformer Manufacturers, a publicly listed Switzerland corporation and growing leader in power electronics systems, with:
  • multiple acquisitions in its power magnetics division, which develops and manufactures customized high-performance transformers.
  • its acquisition of all of the assets of the principal division of MTC Transformers, Inc., a transformer manufacturer based in Virginia.
  • its purchase of all of the equity in three different operating entities of Transformer Holdings, LLC, a developer and manufacturer of customized power magnetic solutions focused on rail technology, energy drive systems, and renewable energy, based in Ohio.
• DAT-Schaub Holdings, a Dutch publicly listed international food conglomerate and world leading hog and sheep casing producer, with its acquisition of all the minority membership interests from Casing Associates, RAG NY, and DGONY LLC in DCW Casing LLC, a company engaged in the worldwide manufacture, distribution, and sale of natural and artificial casings.
• Cartondruck AG, a German, privately held, family packaging company, with its sale to Schnizer Holdings GmbH through Multi Packaging Solutions.
• Design Rx, Inc. with its sale to Envision Pharmaceuticals, a full-service pharmacy benefit management company.
• Consultedge Inc., a communication solutions and data service company, with its merger with Strategic Products and Services, Inc.
• Gund, Inc., a 110-year-old leading manufacturer and distributor of plush products (soft bears and animals), with its sale to Enesco, LP, a private equity fund.
• EPCOS, a German electronics components manufacturer with the sale of Crystal Technologies to Gooch & Housego, PLC, a U.K. company.
• Brother International Corporation, an international manufacturer of office equipment, with its acquisition of Nefsis, Inc., a California video conferencing company.
• Asset Management Solutions, Inc., a leading property management company, with its cross-border sale of equity control to VPS Holdings, a U.K.-based international private equity fund.
• ITOCHU International, Inc., a leading Japanese conglomerate, with the stock acquisition of EMDSI-Hunt, LLC, a Louisiana-based manufacturer of diesel engines and power generating installations.
• Gardline Group, a U.K.-based family office, with its acquisition through Gardline Shipping Limited of Alpine Ocean Seismic Survey, Inc., a marine services company.
• Lajobi Industries, a leading manufacturer and distributor of infant furniture, with its sale to Russ Berrie (NYSE).
• Mid-Atlantic Vegetable Shortening, Inc., a multigeneration family business and edible oils, shortenings, and food products producer, with its asset sale to Bunge Oils, Inc., a leading agribusiness and food company.
• Represented a New Jersey-based entrepreneurial family and business leader in the hospitality industry with its acquisition of Highlawn, Inc., including the lease of the Highlawn Pavilion, West Orange, New Jersey’s leading fine-dining and world-class venue for special events.

Governmental Transactions (P3)

• The State of New Jersey Division of Investment with structuring its $28 billion Alternative Investment Program designed to invest in real estate, private equity, and hedge funds. Since structuring the program, represented DOI in connection with the commitments of over $16 billion in more than 130 private equity and real estate fund investments.
• New Jersey Sports & Exposition Authority with:
  • Xanadu/American Dream: Restructuring its ownership interests in the American Dream Meadowlands project (the Xanadu development and construction project, one of the world’s largest shopping, entertainment and tourism centers), valued at $4 billion upon completion.
  • Meadowlands Racetrack: Transferring all horseracing management and operations at the Meadowlands Racetrack to Jeff Gural pursuant to a 50-year ground lease and the transfer of off track wagering facilities and account wagering operations.
  • Monmouth Park Racetrack: Transferring all horseracing management and operations at the Monmouth Park Racetrack to the New Jersey Thoroughbred Horsemen’s Association pursuant to a 35-year ground lease and the transfer of off track wagering facilities and account wagering operations.
• Rowan University with the divestiture of the University of Medicine and Dentistry of New Jersey (UMDNJ) to Rutgers University and Rowan University pursuant to the New Jersey Medical and Health Sciences Education Restructuring Act. Advised Rowan University in the acquisition of the UMDNJ School of Osteopathic Medicine and with the issuance of $56 million of Camden County Improvement Authority Lease Revenue Refunding Bonds. The divestiture is valued in excess of $1 billion.
• New Jersey State Lottery with its contracting with a private company to provide management and other services to the NJ State Lottery pursuant to a 15-year Services Agreement valued up to $1.5 billion with Northstar New Jersey, a consortium made up of GTECH, an Italian-owned company; Scientific Games International; and OMERS, the Ontario, Canada pension fund.
• Avis Budget Group, The Hertz Corporation, Enterprise Holdings, Inc. and Advantage Inc. as lead counsel in connection with the national rental car industry’s first Public Private Partnership (P3) financing structure, for the development of a $500 million Consolidated Rent-A Car facility at Newark Liberty International Airport. Negotiated the companies’ lease agreements for the new facility.
• New Jersey Transit Corporation (NJTC) in connection with NJTC’s $500 million TRANSITGRID Project, an innovative public-private partnership (P3) procurement designed to solicit private-sector expertise and capital to support NJTC with traction power needs during storms or other instances in which the centralized power grid is unavailable or compromised.
• New Jersey State Stabilization of Atlantic City, pursuant to the enacted Municipal Stabilization and Recovery Act (MSRA), advised the state of New Jersey with regard to the takeover of Atlantic City, a first impression state takeover of a municipality (without the municipality’s consent). We advised the NJ Commissioner of the Department of Community Affairs in connection with its response rejecting the city’s plan challenging the MSRA, the state’s takeover, and a $73 million loan agreement for emergency financing to Atlantic City.

Alternative Energy Finance

• Public Service Electric & Gas (PSE&G) with its investment in an 8.5 MW solar farm constructed on the former Kinsley Landfill in Deptford, New Jersey and a solar farm on the Parklands Landfill in Bordentown Township, New Jersey, in connection with its “Solar 4 All Program,” which consists of a $247 million investment over five years to construct 42 MW of grid supply solar photovoltaic facilities on former brownfields, landfills, and historic fills in New Jersey.
• American Clean Energy with respect to a 5 megawatt solar system for the Toms River Regional School District, totaling 12 schools.
• Vanguard Energy Partners with its solar power systems contract with the Somerset County Improvement Authority to establish 7.6 megawatts of solar power systems at 31 local and County government locations, including public schools, community colleges, public works buildings, courthouses, libraries, and senior and community centers.
• Symrise, a global supplier of fragrances, flavorings, and cosmetic ingredients, on all aspects of its arrangements with a solar developer regarding the installation of two ground-mounted solar photovoltaic generation facilities totaling 1.6MW at its sites in Branchburg and Teterboro, New Jersey.
• The Phoebus Fund, a private equity fund, with its launch of a unique solar photovoltaic product/concept designed to allow for rapid deployment of agrivoltaic systems, which allow land to be used for agricultural production as well as energy generation.
• A major electric utility company in its efforts to become the operator of the entire power transmission and distribution system for Puerto Rico, currently managed by the Puerto Rico Electric Power Authority, which generates and distributes electricity for 1.5 million customers and employs approximately 6,000 people.
• Uniqlo USA, LLC, the U.S. subsidiary of a Japanese-headquartered global casual wear designer, manufacturer, and retailer with multiple U.S. facilities, with its agreement with Constellation Energy (a subsidiary of Exelon) for the installation, operation, and maintenance of an approximately 5 MW rooftop-mounted PV system on its newly constructed state-of-the-art facility in Lopatcong, New Jersey.
• Terra Form Power Inc. (Nasdaq: TERP), a global owner and operator of renewable energy power plants and its affiliate, SunEdison, Inc., a former leading global solar technology manufacturer and developer and provider of solar energy services, in their transaction to acquire the operating portfolio of Hudson Energy Solar Corporation, a solar project developer and a subsidiary of Just Energy Group, Inc. (NYSE: JE), one of the then-largest competitive green energy retailers in North America, with over 4.7 million customers.
• Represented a solar developer in its negotiations with The Prudential Insurance Company of America for the installation of approximately 3.88 MW of solar energy at car parks on two of Prudential’s office buildings in Roseland, New Jersey.
• Rabobank Nederland, New York branch, as New Jersey counsel in the bank’s role as agent for a group of lenders in a multimillion dollar financing to develop the then largest roof top solar array in the U.S.
• Represented a Swiss-based multinational manufacturer of flavors, fragrances, and active cosmetic ingredients in the development of a number of solar photovoltaic projects on rooftops and car port locations at facilities in New Jersey and Illinois.
• Represented Kushner Funding LLC, a leading real estate investor/developer, as lead energy finance counsel for the development and installation of an over 10 MW photovoltaic system for approximately 20 commercial properties.

Private Equity

• The State of New Jersey Division of Investment with structuring its $28 billion Alternative Investment Program designed to invest in real estate, private equity, and hedge funds. Since structuring the program, represented DOI in connection with the commitments of over $16 billion in more than 130 private equity and real estate fund investments, including such recent investments as a $300 million investment in Brookfield Global Transition Fund-B L.P., $300 million investment in Brookfield Global Transition Fund Co-Invest NJ L.P., and $75 million investment in Stonepeak CPF Investment Partners L.P.
• MTAG Capital, LLC in the formation of a $50 million real estate finance fund, MTAG Capital High Yield Secured Lending Fund I, LP, a closed-end real estate loan fund seeking to capitalize on the significant opportunities in the commercial and residential real estate lending market, with a goal to achieve significant returns for its investors.
• The Phoebus Fund, LLC, a private equity-backed investor, in relation to the launch of a unique solar photovoltaic product/concept designed to allow for the rapid deployment of agrivoltaic systems, which allow land to be used for agricultural production and energy generation.
• Spencer Stuart, an international leader in executive recruiting, in a multimillion-dollar equity investment in an executive networking service company.
• AUA Private Equity Fund, LP with the formation of a $200 million lower middle market private equity fund targeting U.S. Hispanic-oriented and/or family owned businesses in the consumer, media, and business services sectors.
• Police and Firemen’s Retirement System of New Jersey (PFRSNJ) with advising the PFRSNJ Board, as general outside counsel, with structuring its multibillion-dollar investment program, valued at approximately $13 billion at the time.
• Atlantic Solar Capital Management with the formation of a $50 million private equity fund to acquire, design, and finance residential and commercial solar projects.
• Argosy Partners, a middle market private equity fund, with its equity and debt investment in Quantum Global Technologies.
• Brother International Corporation, with its lead investment in DFJ-JAIC Technology Partners, L.P., a development stage fund focused on IT and software companies within the United States and Japan.
• Fragomen, Del Rey, Bernsen, & Loewy LLP (FDBL), an Am Law 100 immigration-focused law firm, in the formation of a strategic alliance with PwC in one of the most significant examples to date of the Big Four joining forces with a heading law firm. Corporate counsel to the FDBL Executive Committee and its Partners in connection with corporate governance and session matters.
• Investors Olive Tree Ventures in the formation of a $150 million technology fund, focused on preferred equity investments in Israeli and U.S. high technology start-up and development stage companies.

General Corporate

• Spencer Stuart, one of the world’s leading privately held, global executive search and leadership consulting firms, in many corporate and banking matters over the years, including maintaining a unique internal stock market for all its domestic and international employee stockholders.
• JPMorgan Chase Bank, N.A. in connection with its $1.2 billion project financing for Revel AC, Inc. to fund construction of the Revel casino, hotel, and entertainment facilities in Atlantic City, New Jersey. Subsequently represented JPMorgan in connection with its existing credit facilities and exit financing upon Revel’s chapter 11 restructuring.
• Bayer HealthCare Pharmaceuticals, Inc. regarding its consolidation of its East Coast offices into the former Alcatel-Lucent campus in Hanover, New Jersey with its acquisition of a 95-acre site and renovation and construction of 1.35 million square feet of office space for 2,500 employees.
• Bayer Corporation in connection with a merchant payment instrument processing agreement with Paymentech, LLC, an affiliate of JPMorgan Chase Bank, N.A., to allow Paymentech to facilitate potentially millions of electronic check processing transactions across Bayer’s international operations.
• New York Power Authority (NYPA), one of the country’s leading hydroelectric power producers, with:
  • AGILe, a $60 million research and development laboratory mirroring New York’s entire power grid. Gibbons played a key role by innovatively creating multiparty, multimember data licenses to build the laboratory and allow for the exchange of confidential data among 15 different organizations in a way that protects the various members but enables the sharing of information in order to have an effective laboratory.
  • Evolve, a $250 million program intended to populate New York with electric charging stations. Gibbons supplied key legal support by leading the work on agreements for the installation, operation, and maintenance of the charging stations, as well as agreements with landowners for use of the property.
  • New York Energy Management (NYEM), which uses advanced data analytics to provide thousands of state and private buildings with real-time, mobile information for their energy use. Gibbons assisted with legal work on agreements with third-party vendors for installation of equipment and collection of data, as well as advised on data collection and data analytic agreements.
  • the construction of an EPC (Engineering, Procurement and Construction) Agreement that NYPA will use with vendors on its construction projects. Most recently, advising on its Energy Demand Reduction Program, including its Customer Participation Agreement and its Program Provider Contract.
• First Sterling with its $7 million equity investment and purchase of Low-Income Housing Tax Credits (LIHTC) related to the development of a 126-unit multi-family affordable housing project in Puerto Rico.
• The Russ Companies with a proposed Section 363 bankruptcy sale and ultimately chapter 7 filing.
• MTAG Investments LLC, as administrative agent, both in a commercial real estate club loan to Challenger 60, LLC, used to acquire property that will be developed into multifamily housing, and a commercial real estate loan to 201-230 South High Street, partially used to acquire and refinance property on South High Street as well as finance construction and renovation costs for a storage unit facility on nearby parcels already owned by the borrower.