Thomas L. Hanley

Stradley Ronon represented the special committee to Blue Owl Capital Corp. III in a merger into Blue Owl Capital Corp., creating the second largest externally managed, publicly traded business development company (BDC) by total assets, with $18.6 billion of total assets at fair value and investments in 232 portfolio companies on a pro forma combined basis as of September 30, 2024. The combined company will operate as Blue Owl Capital Corp. The transaction closed January 13.

Blue Owl Capital Corp. is a specialty finance company focused on lending to U.S. middle-market companies.

Read Blue Owl Capital’s announcement.

Stradley Ronon advised Franklin Templeton on the formation, registration, listing and launch of the Franklin Bitcoin ETF, one of 11 spot bitcoin exchange-traded funds (ETFs) to receive listing approval from the U.S. Securities and Exchange Commission (SEC) on January 10.

The Franklin Bitcoin ETF offers investors exposure to bitcoin in an ETF wrapper, thereby providing access through traditional securities brokerage accounts and avoiding the complexities of handling bitcoin directly. The Franklin Bitcoin ETF, which trades on Cboe, issues shares backed by bitcoin held by the fund’s custodian.

Stradley Ronon represented Fountain Life, an advanced diagnostics and preventative health company, in its acquisition of health data technology company LifeOmic. As a result of the transaction, Fountain Life owns all of LifeOmic’s intellectual property, including the LifeOmic Platform and software, LifeOmic Patient Mobile App, consumer-focused mobile apps and science-backed educational content. The deal supports Fountain Life’s mission of transforming the healthcare system into one that is proactive and data-driven.

For more, read Fountain Life’s announcement.

Our firm represented Chatham Financial, a global leader in financial risk management advisory and technology, in its acquisition of EA Markets, an independent financial advisory firm focused on the capital markets. The acquisition will reinforce Chatham’s position as a leader in derivatives, further its position in capital markets advisory and expand its capabilities in raising capital for its corporate and financial sponsor clients.

Stradley Ronon represented Pacific Life Insurance Company with the sale of its third‐party credit asset management firm, Pacific Asset Management, LLC, which manages over $20 billion in assets, to Aristotle Capital Management, LLC. The transaction creates Aristotle Pacific Capital, LLC (Aristotle Pacific).

Stradley Ronon represented Customers Bank, the primary subsidiary of Customers Bancorp, Inc., one of the nation’s top-performing banking companies with over $20 billion in assets, in a $500 million securitization of a portfolio of unsecured consumer installment loans.

Stradley Ronon advised Franklin Templeton in the launch of the Franklin Responsibly Sourced Gold ETF, a physically backed gold exchange-traded product (ETP) with an ESG focus. The product seeks to only hold gold bullion bars that were refined in accordance with the London Bullion Market Association’s (LBMA’s) Responsible Sourcing Program, a mandatory governance framework and audit program designed to promote the integrity of the global supply chain for the wholesale gold markets. This includes measures to address environmental and sustainability considerations (for example, management of harmful chemicals or pollutants associated with the gold mining process), avoid materials from conflict-afflicted areas, and combat money laundering, financing of terrorism, and human rights abuses, including child labor. Shares are registered under the Securities Act of 1933 and trade on NYSE Arca. 

Stradley Ronon advised Customers Bancorp, Inc. (Customers) the parent company of Customers Bank, a full-service bank with $19.6 billion in assets, in the closing of its underwritten public offering of $100 million aggregate principal amount of its 2.875% Fixed-to-Floating Rate Senior Notes due 2031. Customers expects to receive net proceeds of $98,650,000 from the offering, after deducting underwriting discounts and commissions and estimated offering expenses. Customers intends to use the net proceeds to fund the redemption of all of its outstanding Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C and Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D. The Company intends to use any remaining proceeds for general corporate purposes, which may include working capital, repaying indebtedness and providing capital to Customers Bank.

Stradley Ronon assisted one of the three Westphal family groups in connection with Vertex Inc.’s IPO, which was completed on July 29, 2020, and raised $401 million dollars for the company. As part of the IPO process, Vertex Inc. created a dual-class structure which gives the three Westphal family groups owning a combined 78.5% of the company’s voting power after the IPO, and the existing family groups needed to amend and restate their shareholders’ agreement to take account of such dual-class structure and the realities of being a public company.

Stradley Ronon served as counsel to Customers Bank, in the sale of its subsidiary BankMobile Technologies Inc., a digital banking platform, and in its agreement to merge BankMobile with special purpose acquisition company Megalith Financial Acquisition Corp. The deal values the combined business at $140 million.

Stradley Ronon Partners Christopher S. Connell and Thomas L. Hanley served as counsel to Malvern-based Meridian Corporation, holding company for Meridian Bank, in the completion of its offering of $40 million in fixed-to-floating rate subordinated notes due 2029 to certain qualified institutional buyers and institutional accredited investors in a private placement transaction.

The capital raised will be used for general corporate purposes, including organic growth and the repayment of a portion of the Bank’s existing indebtedness.

Stradley represented Downingtown-based DNB Financial Corp. (NASDAQ: DNBF), the holding company for community bank DNB First, in its agreement to be acquired by S&T Bancorp, Inc. The $206 million stock transaction will expand S&T’s footprint by gaining a new presence in Chester, Delaware and Philadelphia counties.

Stradley Ronon represented Boenning & Scattergood, who served as the sole placement agent for Orrstown Financial Services’ offering of $32.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes to certain qualified institutional buyers and institutional accredited investors.

Stradley Ronon represented UMB Financial in completing the sale of its institutional investment management subsidiary, Scout Investments, to Carillon Tower Advisors, a unit of Raymond James Financial, for $172.5 million in cash. The transaction involved the reorganization of the Scout mutual fund family over to CTA/Raymond James. Scout Investments is based in Kansas City, Missouri, and Columbus, Indiana, and had $27.3 billion in assets under management as of Dec. 31, 2016.

Stradley Ronon represented AIM Academy, a private school with approximately 315 students from grades 1-12 with language-based learning differences, in the purchase of its 4.5-acre campus from an affiliate of the Buccini-Pollin Group. The firm also represented AIM Academy in its initial interim financing with Bryn Mawr Trust Company and its subsequent tax-exempt refinancings through the East Norriton Industrial Development Authority and the West Norriton Industrial Authority.

AIM Academy, located in Conshohocken, Pennsylvania, uses research-based intervention strategies and an arts-based learning environment to provide extraordinary educational opportunities to children with language-based learning differences including dyslexia, dysgraphia, and dyscalculia. https://www.aimpa.org/

Stradley Ronon’s corporate team assisted a group of former Valley Green Bank executives, led by former CEO Jay Goldstein, in the formation of Spring Garden Lending Group. The company specializes in short-term loans to help acquire, rehabilitate, construct and refinance investment real estate properties in Greater Philadelphia.

Stradley represented DNB Financial Corp. in its agreement to acquire East River Bank, a startup founded in East Falls by third-generation Philadelphia bankers.

The $49 million stock and cash transaction will take Downingtown-based DNB (NASDAQ: DNBF), the parent company to 156-year-old DNB First Bank, outside of the western suburbs for the first time and into the faster-growing confines of Philadelphia.

Stradley Ronon represented The Johns Hopkins Health System Corporation in the merger of its subsidiary, Sleep Services of America Inc., with MedBridge Acquisition Corporation. 

Sleep Services of America Inc. provides a variety of sleep diagnostic services across seven states in the mid-Atlantic region. MedBridge is the second-largest provider of sleep diagnostic services and respiratory therapy services in the United States.

Stradley represented LastPass, the popular single-sign-on and password management service in its $125 million acquisition by LogMeIn. A high-growth business with millions of loyal users and an award-winning product line, LastPass will immediately bolster LogMeIn's position in the multibillion-dollar identity and access management (IAM) market, while accelerating one of the company's key strategic growth initiatives.

Stradley Ronon represented Customers Bancorp and Customers Bank in connection with its $42 million agreement to acquire the higher education disbursement business of Higher One Holdings. The disbursement business includes a service that streamlines the financial aid refund-disbursement process for more than 800 college and university campuses.

Goldman Sachs Asset Management acquired Pacific Global Advisors solutions business with total assets under supervision of over $18 billion. Stradley Ronon’s corporate team represented Pacific Life in the sale.

Pacific Global Advisors is a New York City-based advisor providing customized investment and risk management solutions as well as implementation services for institutional clients, predominately large pension plans. Pacific Global Advisors began in 2005 within J.P. Morgan's investment bank. It was acquired in 2011 by Pacific Life, a prominent insurance company with over 145 years of history.

Stradley’s financial institutions and public company team advised Atlantic Coast Financial Corporation, a Jacksonville, Florida-based holding company for Atlantic Coast Bank, in its $48.3 million underwritten public offering of common stock.

Beneficial Bancorp Inc. completed the conversion of Beneficial Bank from the mutual holding company to the stock holding company form of organization, including the related stock offering conducted in connection with the conversion. The shares of company common stock trade on the Nasdaq Global Select Market under the trading symbol BNCL.

Stradley served as legal counsel to Sandler O'Neill & Partners, L.P., the marketing agent for Beneficial Bank in connection with the institution’s offering and company form conversion. Stradley also has served as counsel to Beneficial for more than four decades.

Stradley’s financial institutions and public company team advised Valley Green Bank, a Pennsylvania-chartered commercial bank that had $422 million in assets, $384 million in deposits and $367 million in loans, to Univest Corporation of Pennsylvania, a financial conglomerate with more than $2 billion in assets and $3 billion in assets under management.