Theodore A. Peto, P.C.
Overview
Ted has represented clients in a number of complex corporate matters, including going-private transactions, mergers, acquisitions, divestitures, joint ventures, growth equity investments and securities offerings. With over 15 years of relevant experience, Ted is able to draw on his diverse background in law and business to offer practical and customized solutions to meet each transaction's unique goals. He has been engaged by strategic and financial buyers in a variety of public and private transactions, including in the bankruptcy or distressed sale context. In addition, he regularly advises publicly traded corporations on a range of general corporate and securities law matters, including Exchange Act periodic reporting and disclosure issues, corporate governance best practices, fiduciary duties and stock exchange listing requirements.
Ted has represented some of the world’s leading private equity firms, including Thoma Bravo, Oaktree Capital, Madison Dearborn Partners, H.I.G. Capital and CHS Capital. He has also represented a renowned group of public companies and strategic investors including Kellogg Company, Walgreens, Hanesbrands, Boeing, General Motors and BlueCross BlueShield Association, among others.
Ted is also actively involved in charitable organizations and a frequent speaker. He serves in a governing capacity to The Brookfield Zoo and other community based organizations, and regularly acts as a guest lecturer, including on behalf of the Practising Law Institute.
Experience
Representative Matters
Public Company M&A
Multiple transactions involving the purchase or sale of publicly traded companies, including:
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Tender offer for all of the issued and outstanding common shares of Biomet, Inc. (NASDAQ: BMET), a worldwide leader in the design and manufacture of musculoskeletal medical products, by a private equity consortium that included affiliates of The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG valued at $11.4 billion
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Acquisition by Thoma Bravo of Compuware Corporation (NASDAQ: CPWR), a leading provider of software and supporting services across multiple business segments, in a transaction valued at approximately $2.5 billion
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Acquisition by Thoma Bravo of Instructure (NYSE: INST), a web-based educational technology company, in a transaction valued at $2.0 billion
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Acquisition by Thoma Bravo of Blue Coat Systems, Inc. (NASDAQ: BCSI), a developer of software and services that secure, accelerate and optimize the delivery of business applications, Web content and other information to distributed users, in a transaction valued at $1.3 billion
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Acquisition by Thoma Bravo of Deltek, Inc. (NASDAQ: PROJ), a leading provider of enterprise software and information solutions designed and developed specifically for project-focused organizations in the professional services and government contracting markets, in a transaction valued at $1.1 billion
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Sale of Inteliquent (NASDAQ: IQNT), a premier interconnection partner for communications service providers, for approximately $800 million to GTCR and Onvoy
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Acquisition by Thoma Bravo of Imprivata (NYSE: IMPR), the healthcare IT security company, in a transaction valued at $544 million
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Acquisition by Thoma Bravo of Keynote Systems Inc. (NASDAQ: KEYN), a global provider of mobile and Web cloud testing and monitoring services, in a transaction valued at approximately $400 million
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Acquisition by Linden Capital Partners of Young Innovations, Inc. (NASDAQ: YDNT), a dental equipment manufacturer, in a transaction valued at approximately $300 million
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Acquisition by Thoma Bravo of Mediware Information Systems Inc. (NASDAQ: MEDW), a provider of software solutions targeted at specific processes within the healthcare industry, in a transaction valued at approximately $300 million
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Acquisition by Plato Learning Inc., a portfolio company of Thoma Bravo, of Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based software-as-a-service provider of education products, in a transaction valued at approximately $300 million
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Acquisition by Petroflow Energy Corporation of Equal Energy Ltd. (NYSE: EQU), an exploration and production oil & gas company, in a transaction valued at approximately $300 million
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Tender offer for all of the issued and outstanding preferred and common stock of I-trax, Inc. (AMEX: DMX), an operator of worksite health centers, by Walgreen Co. (NYSE, NASDAQ: WAG) valued at approximately $275 million
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Acquisition by Churchill Downs, Inc. (NASDAQ: CHDN) of the online gaming site Youbet.com, Inc. (NASDAQ: UBET) in a stock and cash transaction valued in excess of $125 million
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Combination of Dial Global Inc., a portfolio company of Oaktree Capital, with Westwood One (NASDAQ: WWON), one of the largest providers to radio and television stations of programming services and other content
Private Company M&A
Numerous transactions involving the purchase or sale of privately owned companies, including:
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Sale of Ellie Mae®, a cloud-based platform provider for the mortgage finance industry, to Intercontinental Exchange (NYSE: ICE), in a transaction valued at $11 billion
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Sale of Deltek, a leading provider of enterprise software and information solutions to Roper Technologies (NYSE: ROP), in a transaction valued at approximately $2.8 billion
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Acquisition by Thoma Bravo of TRADER Corporation, Canadian digital automotive marketplace and software solutions provider, for C$1.575 billion
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Sale of PowerPlan, a leading provider of corporate performance management software to Roper Technologies (NYSE: ROP), in a transaction valued at $1.1 billion
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Acquisition by Thoma Bravo of Elemica, the leading Supply Chain Operating Network for the process industries
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Sale of Digital Insight Corporation, an integrated digital banking platform, to NCR Corporation (NYSE: NCR) in a transaction valued in excess of $1.6 billion
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Sale by SeaCo Ltd. of its GE SeaCo SRL joint venture interest, a global marine container leasing company, to HNA Group Company Limited in a transaction with an overall valuation in excess of $1 billion
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Acquisition by Thoma Bravo of ABC Financial Services, a software and payment processing company
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Sale of Sparta Systems, a leading software provider that enables manufacturers and suppliers to automate and connect quality management processes to New Mountain Capital
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Acquisition by Thoma Bravo of TravelClick Inc., a global provider of cloud-based solutions for the hospitality industry, from Genstar Capital in a transaction valued at $930 million
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Acquisition by Kellogg Co. (NYSE: K) of RXBAR for $600 million
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Acquisition by Thoma Bravo of a privately owned provider of enterprise quality management solutions
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Acquisition by Thoma Bravo of Frontline Education, an integrated insights partner serving more than 12,000 educational organizations
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Majority investment by Thoma Bravo in Nintex, a global leader in workflow and content automation
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Multiple acquisitions by Centene Corporation (NYSE: CNC) in the health care industry, including the acquisition of certain Medicaid related assets of SummaCare, Inc. valued at approximately $30 million
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Acquisition by Thoma Bravo of Planview, a global leader in work and resource management software
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Sale of Bomgar, a leader in secure access solutions, to Francisco Partners
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Acquisition by Thoma Bravo of MedeAnalytics, a provider of cloud-based financial performance analytics for the health care industry
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Acquisition by Planview of LeanKit, a leading enterprise KanBan tool
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Acquisition by Thoma Bravo, and subsequent sale by Thoma Bravo to Temasek, of Global Healthcare Exchange, a provider of connected, intelligent healthcare supply chains
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Acquisition by Thoma Bravo of SRS Software LLC, a leading provider of productivity enhancing electronic health records and health care IT solutions for specialists and other high performance physicians
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Acquisition by Thoma Bravo of Continuum Managed Services, from Summit Partners
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Acquisition by Thoma Bravo of Riskonnect, a provider of integrated risk management technology solutions
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Acquisition by H.I.G. Capital of TestAmerica, a privately held provider of outsourced laboratory testing services
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Acquisition by H.I.G. Capital of Transtar Metals, a privately held provider of high performance metals and supply chain management services
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Majority investment by Thomas Bravo in Centrify, a leading identity and access management platform
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Multiple transactions sponsored by Blue Cross Blue Shield Association and participating independent licensees of Blue Cross Blue Shield Association
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Acquisition by Global Healthcare Exchange of Vendormate, the leader in vendor relationship management software
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Simultaneous acquisitions by Thoma Bravo of Meridian Link and CRIF Lending Solutions to create a leading financial services platform
Bankruptcy & Distressed Transactions
Multiple bankruptcy and distressed company representations, including:
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Sale of Allegiance Telecom, Inc. (NASDAQ: ALGXQ), a telecommunications local exchange carrier, to XO Communications, Inc. (NASDAQ: XOXO) in a transaction pursuant to Section 363 of the Bankruptcy Code valued at approximately $700 million
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Equity issuances in connection with Chapter 11 bankruptcy proceedings of Sea Containers Ltd. (NYSE: OEH), a global marine container leasing company, with over $1.5 billion of total liabilities at filing
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Registered tender offer by KEMET Corporation (NYSE: KEM), a leading manufacturer of the majority of capacitor types, for its $175 million aggregate principal amount of 2.25% Senior Convertible Notes due 2026 in connection with financings by Platinum Equity
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Equity issuances of GSE Environmental, Inc. (NYSE: GSE), a global provider of geosynthetic containment solutions, in prearranged Chapter 11 cases which equitized approximately $170 million in funded debt
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Acquisition by Briggs & Stratton Corporation (NYSE: BGG) of certain U.S. and Canadian manufacturing operations of Murray Inc. in a transaction pursuant to Section 363 of the Bankruptcy Code valued at approximately $125 million
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Issuance of convertible preferred stock and warrants by Aksys, Ltd. (NYSE: AKSY) in connection with financings by Durus Life Sciences Master Fund Ltd.
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Multiple out of court debtor representations which equitized over $500 million in funded debt
Joint Ventures & Carve-Outs
Several joint ventures, carve-outs and other complex transactions, including:
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The Boeing Company, in connection with its investment in the Sea Launch venture, which provides ocean-based launch services to commercial satellite customers
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Acquisition by Thoma Bravo of Digital Insight Corporation, an integrated digital banking platform, in a carve-out transaction from Intuit Inc. (NASDAQ: INTU) valued in excess of $1.0 billion
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Acquisition by Joy Global Inc. (NASDAQ: JOYG) of the coal mining equipment manufacturing division of Oldenburg Group, Inc. valued at approximately $150 million
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Joint venture between Calpine Corporation (NYSE: CPN) and General Electric Capital Corporation relating to the construction of a 600 megawatt power plant in Hayward, California
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Acquisition by Merrill Lynch Commercial Finance Corp. and World Omni Financial Corp. of an automobile leasing business of PNC Bank (NYSE: PNC)
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Joint venture between GE (NYSE: GE) and Sea Containers Ltd., in the formation of GE SeaCo SRL, one of the world’s leading container leasing companies
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Representation of a leading insurer in connection with a minority investment in a real estate investment trust
Securities Offerings and Corporate Finance
Representations of issuers and investment banks in public and private financings ranging from a few million to several billion dollars, including:
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Numerous public and private structured finance offerings by General Motors Acceptance Corporation and Navistar Financial Corporation totaling over $10 billion
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Multiple structured finance transactions with The Royal Bank of Scotland Group, Greenwich Capital Markets, and Lloyds TSB Bank plc exceeding $5 billion
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Registered A/B exchange offer and market-making shelf registration statement by Biomet, Inc. (NASDAQ: BMET) with respect to multiple classes of senior notes exceeding $2.5 billion
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Multiple issuances by Hanesbrands Inc. (NYSE: HBI) of debt securities totaling approximately $3.5 billion
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Initial public offering of Inteliquent, Inc. (NASDAQ: IQNT), a provider of tandem interconnection services to competitive wireless, wireline, cable telephony and broad-band carriers, and former investment of New Enterprise Associates
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Initial public offering of GSE Holding, Inc. (NYSE: GSE), a global provider of geosynthetic containment solutions, and former portfolio company of Code Hennessy & Simmons
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Rule 144A and Regulation S offerings by Chemtura Corporation (NYSE: CHMT) of $455 million aggregate principal amount of 7.875% senior notes due 2018
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Rule 144A and Regulation S offerings by Sitel Worldwide Corporation, a portfolio company of Onex Corporation, of $300 million aggregate principal amount of 11.5% senior notes due 2018
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Registered secondary offering by certain selling stockholders of Inteliquent, Inc. (NASDAQ: IQNT) including New Enterprise Associates
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Single investor sale-leaseback transactions of manufacturing equipment valued at over $100 million
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Multiple early and late stage venture financings by private equity sponsors and venture capital funds, including Blue Cross Blue Shield Venture Partners
Prior Experience
KPMG LLP, 1997–1999
More
Thought Leadership
Publications
SEC Proposes Rules Impacting Widely Held Portfolio Companies, with Robert M. Hayward, Kirkland Private Equity Newsletter, January 2015
Exchanges Propose Compensation Committee Independence and Related Rules, with Robert M. Hayward, P.C., K&E Alert, October 2012
Stock Exchanges Propose Compensation Committee Independence and Related Rules, with Robert M. Hayward, P.C., Kirkland Private Equity Newsletter, September 2012
SEC Adopts Final Compensation Committee Independence and Related Rules, with Carol Anne Huff, Robert M. Hayward, P.C. and Robert E. Goedert, K&E Alert, June 2012
Update on Dodd-Frank Corporate Governance Rulemaking, with Robert M. Hayward, P.C., Kirkland Governance Watch, October 2011
SEC Proposes Compensation Committee Independence and Related Rules, with Robert M. Hayward, P.C. and Robert E. Goedert, Kirkland Governance Watch, April 2011
SEC Adopts Final Rules Facilitating Shareholder Proxy Access, with Thomas W. Christopher, Mark D. Director, Robert M. Hayward P.C., Andrew M. Herman, James S. Rowe, George P. Stamas P.C., and Daniel E. Wolf, Kirkland Governance Watch, September 2010
The Dodd-Frank Act is Now Law...A Flurry of New Governance Regulations to Come, with Mark D. Director, Robert M. Hayward P.C., Scott D. Price, and Daniel E. Wolf, Kirkland Governance Watch, July 2010
Dodd-Frank Act Affects Private Fund Managers and Investors, with Omar R. Akbar, Edwin S. del Hierro, P.C., Robert M. Hayward P.C., Brendan P. Herron, Scott A. Moehrke P.C., Nabil Sabki, Robert H. Sutton, and Josh Westerholm, Kirkland Private Equity Newsletter, July 2010
What the Dodd-Frank Act Means for You, with Mark D. Director, Robert M. Hayward, P.C., Scott D. Price and Daniel E. Wolf, Kirkland Governance Watch, July 2010
Bah Humbug! SEC Expands Risk, Compensation and Corporate Governance Disclosures for 2010 Proxy Season, with Robert M. Hayward, P.C., Kirkland Governance Watch, December 2009
Kirkland Governance Watch, with Robert M. Hayward, P.C., Carol Anne Huff, Daniel E. Wolf, and Sarah B. Gabriel, August 2009
What Every Compensation Committee Should Be Considering Now, with Robert M. Hayward, Kirkland M&A Update, November 2008
Compensation Discussion and Analysis, with Robert M. Hayward, Chapter 3 to A Practical Guide to SEC Proxy and Compensation Rules, Aspen Publishers, August 2007
The New Compensation Discussion and Analysis, with Robert M. Hayward, Insights, November 2006
The SEC's New Compensation Disclosure Rules, with Robert M. Hayward, Carol Anne Huff, Mark D. Director, Andrew E. Nagel, Christian O. Nagler and Jeffrey D. Symons, Merrill Corporation, October 2006
SEC Adopts Sweeping Revisions to Executive and Director Compensation and Related Party Transaction Disclosure Rules, with Robert M. Hayward, Carol Anne Huff, Mark D. Director, Andrew E. Nagel, Christian O. Nagler and Jeffrey D. Symons, K&E Alert, September 2006
Earnouts Raise Issues Over Control, with Gerald T. Nowak and Matthew J. Nolan, National Law Journal, November 7, 2005
Seminars
Understanding the Securities Laws, Practising Law Institute, Panelist, 2012–2016
Inside M&A Trends, Georgeson, Panelist, 2014
Anatomy of a Venture Capital Deal, West Legal Education, Panelist, 2013
Private Company M&A, West Legal Education, Panelist, 2013
Memberships & Affiliations
Registered Certified Public Accountant (Inactive, Illinois)
Credentials
Admissions & Qualifications
- 2002Illinois
Education
- University of Illinois College of LawJ.D.summa cum laude2002Order of the Coif
- University of Illinois at Urbana-ChampaignB.S., Accountingcum laude1997