John O'Loughlin

John advises investors, lenders and multinational corporations on a wide range of matters involving regulated products and services, health and safety matters, environmental law, government contracts and national security issues. His practice includes:

• Counseling manufactures, importers, and retailers regarding laws and regulations covering products under the jurisdiction of the Food and Drug Administration (FDA) and the Consumer Product Safety Commission (CPSC), including investigating product safety hazards, designing and managing recalls and other corrective actions, and advising clients on compliance with requirements for manufacturing, quality assurance, marketing, labeling and packaging.
• Conducting due diligence review of regulatory risks and liabilities involving manufacturers and sellers of food, drugs, cosmetics, medical devices, biotech products, children’s products, consumer products, pesticides, building supplies, and industrial products as well as providers of healthcare services and entities selling products and services to government agencies.
• Conducting due diligence in connection with the acquisition of government contractors and advising clients on restrictions on foreign investments in sensitive industries, including mitigation of Foreign Ownership, Control or Influence (FOCI) for U.S. government contractors working with the Department of Defense (DOD) and Department of Energy (DOE) and other matters covered by the National Industrial Security Program Operating Manual (NISPOM).
• Obtaining and transferring key licenses, registrations and permits with agencies such as FDA, the Federal Communications Commission (FCC), the Nuclear Regulatory Commission (NRC), the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), the Drug Enforcement Administration (DEA), and other regulatory agencies.

John is recognized as a leading lawyer for Environment: Mainly Transactional in D.C. by Chambers USA and is recommended for Environment: Transactional by Legal 500 US.

John was educated at Towson University and Richmond University in London. He holds an M.A. from Boston University’s international relations program in Brussels and a J.D. from the University of Maryland School of Law, where he was a member of the moot court board and served as Associate Editor of the Maryland Law Review. Prior to becoming a lawyer, John was a national security consultant for the Department of Defense and the Department of Energy.

Key Representations

• Represented Greater Sum Ventures in its acquisition of Strax Technologies, LLC.
• Represented Seven2 and its portfolio company Vitaprotech Group SAS in its pending acquisition of the physical security, access card, and identity reader operations and assets of Identiv, Inc.
• Represented Kainos Capital LP and Evriholder Products, LLC in its acquisitions of Axe Holdings, LLC and Home Sweet Home Holdings, Inc.
• Represented Special Committee of the Board of Directors of Agiliti, Inc. in its pending merger with affiliates of Thomas H. Lee Partners, L.P in a transaction that implies an enterprise value of approximately $2.5 billion.
• Represented Sanofi in its pending approximately $2.2 billion acquisition of Inhibrx, Inc.
• Represented Montagu Private Equity in RTI Surgical, Inc.’s acquisition of Cook Biotech Incorporated and Cook Biotech Europe ApS.
• Represented Clayton Dubilier & Rice in the merger of its portfolio company Cynosure with Lutronic Corporation.
• Represented MSP Recovery, LLC in its $32.6 billion business combination with Lionheart Acquisition Corp. II, a SPAC sponsored by Lionheart Equities.
• Represented The Kroger Company in its pending $24.6 billion merger with Albertsons Companies, Inc. and its pending sale of Kroger Specialty Pharmacy to CarelonRx Inc.
• Represented The Kroger Company, along with The Albertsons Companies, Inc., in the approximately $1.9 billion sale of 413 stores, as well as select banners, distribution centers, offices and private label brands, to C&S Wholesale Grocers, LLC in connection with Kroger’s proposed merger with Albertsons Companies Inc.
• Represented Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion.
• Represented NEOGEN Corporation in its pending $5.3 billion combination with the Food Safety business of 3M, in a Reverse Morris Trust transaction that implied an enterprise value of the combined company of $9.3 billion.
• Represented Brookfield Business Partners in its $8 billion sale of Westinghouse Electric Company.
• Represented athenahealth, Inc. in its $5.7 billion sale to Veritas Capital and Evergreen Coast Capital (an affiliate of Elliott Management Corporation) and planned combination with Virence Health.
• Represented TPG Pace Solutions Corp., a SPAC sponsored by TPG Pace Group, in its $4.5 billion business combination with Vacasa LLC.
• Represented Froneri International Limited (a joint venture between Nestlé and PAI Partners) in its $4 billion acquisition of Dreyer’s Grand Ice Cream Holdings, Inc.
• Represented Gores Metropoulos, Inc., a SPAC sponsored by affiliates of The Gores Group and Metropoulos & Co., in its $3.4 billion merger with Luminar Technologies, Inc.
• Represented GS Acquisition Holdings Corp II, a SPAC sponsored by an affiliate of Goldman Sachs, in its $2.6 billion business combination with Mirion Technologies, Inc. (at the time, a portfolio company of Charterhouse Capital Partners).
• Represented ICG Strategic Equity in its acquisition of an indirect interest in Datavant Group.
• Represented Core-Mark Holding Company, Inc. in its $2.5 billion sale to Performance Food Group.
• Represented Magellan Health, Inc. in its $2.2 billion merger with Centene Corporation.
• Represented American Securities in its approximately $1.9 billion sale of Paragon Medical to AMETEK, Inc.
• Represented Gores Holdings VIII, Inc., a SPAC sponsored by The Gores Group, in its pending approximately $1.6 billion business combination with Footprint International Holdco, Inc.
• Represented Goldman Sachs Merchant Banking Division in its acquisition of a significant stake in Zaxby's Operating Company L.P.
• Represented Fortress Value Acquisition Corp., a SPAC sponsored by Fortress Investment Group, in its $1.5 billion business combination with Secure Natural Resources and MP Materials.
• Represented Ardian in its acquisition of a majority stake in Florida Food Products, Inc., in a transaction that valued Florida Food at more than $1 billion, and Florida Food Products, Inc. in its acquisition of Comax Manufacturing Corp.
• Represented Avista Public Acquisition Corp. II, a SPAC sponsored by Avista Acquisition LP II (an affiliate of Avista Capital Holdings), in its pending $850 million business combination with OmniAb, Inc.
• Represented American Securities in its $825 million acquisition of the Life Sciences Business of NN, Inc. and its acquisition of FullBloom Education.
• Represented Snow Phipps Group (n/k/a TruArc Partners) in its acquisitions of Watchtower Security, LLC and DecoPac, Inc.
• Represented IMTT Holdings LLC (a portfolio company of Riverstone Holdings LLC) in its sale of five bulk liquids storage terminals located in Alamogordo, NM, Bremen, GA, Macon, GA, Montgomery, AL and Moundville, AL to JET Infrastructure Holding IA LLC (a portfolio company of Instar Asset Management).
• Represented Ember SPV I Purchaser Inc. (an entity controlled by funds managed by Ember Infrastructure Management, LP) in its acquisition, alongside IQ and CDPQ, of H2O Innovation Inc.
• Represented ILEGAL Mezcal in its sale to Bacardi Limited.
• Represented Avista Capital Partners and its portfolio company WellSpring Consumer Healthcare in its acquisition of a portfolio of over-the-counter skin care brands including A+D, Solarcaine, Cortate and Complex 15 from Bayer AG.
• Represented EQT Partners in its sale of Dorner Manufacturing Corporation.
• Represented Lee Equity Partners in its acquisition of a majority stake in Unlimited Technology, Inc. and, together with Twin Point Capital, in the acquisition of Alliance Corporation.
• Represented Silver Lake Sumeru in its sale of Velocity Technology Solutions, Inc.
• Represented Hayfin Capital Management, together with EW Healthcare Partners, in a $100 million convertible preferred equity investment in MiMedx Group, Inc. and Hayfin, as lender, in the concurrent provision of $75 million term facilities for MiMedx; and its acquisition through a credit bid of substantially all the assets of Avadim Health, Inc., via a 363 asset sale in a chapter 11 bankruptcy proceeding.
• Represented Healthcare Merger Corp., a SPAC sponsored principally by Shulman Ventures and MTS Health Partners, in its merger with SOC Telemed in a transaction that implies an initial enterprise value of $720 million.
• Represented Oak Hill Capital Partners and its portfolio company EPIC Insurance Brokers and Consultants (EPIC) in the merger of EPIC and JenCap Holdings, LLC (a portfolio company of The Carlyle Group); and EPIC in its acquisition of Prime Risk Partners Inc.
• Represented Quest Diagnostics Inc. in its acquisition of Blueprint Genetics Oy.
• Represented CVC Growth Partners in its acquisition of a majority stake in Icario, Inc.
• Represented Clearhaven Partners in its acquisition of Wowza Media Systems, LLC.
• Represented PSP Investments, as a participant, in a $390 million investment in Grail, Inc.
• Represented TCV, as lead investor, in a $200 million investment in Capsule Corporation.
• Represented SoftBank Vision Fund in its investments in Robotic Research, LLC.
• Represented Thompson Street Capital Partners in its acquisition of a majority stake in SmartProcure, Inc. and SmartProcure, Inc. in its acquisition of Fedmine, LLC.
• Represented Mudrick Capital Acquisition Corporation, a SPAC sponsored by Mudrick Capital, in its acquisition of substantially all of the assets of Hycroft Mining Corporation, with an initial enterprise value of approximately $537 million.
• Represented Vander-Bend Manufacturing, Inc. (a portfolio company of Aterian Investment Partners) in its acquisitions of Swiss Precision Machining, LLC and of substantially all the assets of TMK Manufacturing, Inc.
• Represented Aquiline Capital Partners in its acquisition of Ontellus.
• Represented Blackstone in its acquisitions of Amergint Technologies, Inc., Certified Collectibles Group LLC, DECA Dental Holdings LLC, Sustana Group and a majority stake in ZO Skin Health, Inc.; and its investment in Hotwire Communications.
• Represented Apollo Infrastructure in its acquisition of Lendlease (US) Telecom Holdings LLC (n/k/a Parallel Infrastructure).
• Represented Pioneer Metal Finishing, LLC (a portfolio company of Aterian Investment Partners) in its acquisitions of Electrochem Solutions, Inc., Indianhead Plating, Inc. and Pilkington Metal Finishing LLC.
• Represented Montagu Private Equity in its $490 million acquisition of the original equipment manufacturing (OEM) and tissue processing businesses of RTI Surgical, Inc. and its acquisition of ISI Emerging Markets Group Ltd.
• Represented PSG in its acquisitions of ClassTag Inc., DoseSpot, Loopback, LLC, Next Glass, Inc. and SchoolStatus LLC; its acquisitions of majority stakes in Dental Intelligence, Inc., Kenect, LLC and Singlewire Software, LLC; its investments in Packback Inc. and Semarchy SAS; the sale of its controlling interest in Tribute Technology Holdings, LLC; SchoolStatus LLC in its acquisition of TeachBoost; Traliant Operating, LLC in its acquisition of Kantola Training Solutions, LLC..; and Vertical Knowledge L.L.C. in its sale to Babel Street, Inc.
• Represented TimeClock Plus, LLC (a portfolio company of Providence Equity Partners) in its acquisition of Humanity.com Inc. (n/k/a Humanity.com LLC).
• Represented Cornell Capital in its acquisitions of INW Manufacturing LLC and PureStar; the business combination of kdc/one Development Corporation, Inc. (kdc/one) and HCT Group Holdings Limited; the acquisition by INW Manufacturing LLC of Capstone Nutrition; and kdc/one in an investment by KKR and its acquisitions of Aerofil Technology, Inc., Benchmark Cosmetic Laboratories, Inc. and Zobele Holding S.p.A.
• Represented Irving Place Capital Management and Agiliti Holdco, Inc. (f/k/a Universal Hospital Services, Inc.) in Agliti’s combination with Federal Street Acquisition Corp. (FSAC), a SPAC sponsored by Thomas H. Lee Partners, in a new holding company formed by FSAC named Agiliti Health, Inc. (n/k/a Agiliti, Inc.), having an implied enterprise value of approximately $1.74 billion.
• Represented AMP Capital Investors in its acquisition of ITS ConGlobal.
• Represented Campbell Soup Company in various matters, including its $6.1 billion acquisition of Snyder’s-Lance, Inc.; its $2.2 billion sale of Campbell International, Inc.; and its sales of Bolthouse Farms, Garden Fresh Gourmet and Kelsen Group A/S.
• Represented Brookfield Asset Management Inc. in its approximately $4.8 billion acquisition of a 61.2% stake in Oaktree Capital Group, LLC, parent of Oaktree Capital Management, L.P., a hedge fund sponsor.
• Represented inVentiv Health, Inc. in its $4.6 billion merger with INC Research Holdings, Inc. creating Syneos Health, Inc.
• Represented Antin Infrastructure Partners in its acquisition of FirstLight Fiber and in FirstLight Fiber’s acquisition of Maine Fiber Company.
• Represented Advent International in its acquisitions of Culligan International Company, The Coffee Bean & Tea Leaf, Definitive Healthcare, LLC, a substantial minority stake in Iodine Software, in a transaction that valued Iodine at more than $1 billion, an approximately 50% stake in RxBenefits, Inc. and a 45% stake in Conservice, LLC; the acquisition by its affiliate AI Beauty Holdings of bareMinerals, BUXOM and Laura Mercier (collectively, n/k/a Orveon); its majority investment in First Watch Restaurants, Inc.; its sale of The Coffee Bean & Tea Leaf; in Culligan’s $1.1 billion take-private acquisition of AquaVenture Holdings Limited, its acquisition of TWH Filtration Industries, Inc. including its principal subsidiary Paragon Water Systems Inc. and OASIS Corporation and its $6 billion sale to BDT Capital Partners, with Advent reinvesting on a minority basis; Distribution International in its $1 billion sale to TopBuild Corp.; and Sovos Brands in its acquisition of Birch Benders, LLC.
• Represented Berkshire Partners, together with WCAS and Tetrad Ventures (GIC), in a sizable minority investment in U.S. Anesthesia Partners, Inc. with physician shareholders of U.S. Anesthesia retaining a majority stake and together with Warburg Pincus, in the recapitalization of Consolidated Precision Products.
• Represented Eli Lilly and Company in its approximately $8 billion acquisition of Loxo Oncology, Inc. and its $1.1 billion acquisition of Dermira, Inc.
• Represented Centerbridge Partners in its sale of P.F. Chang's China Bistro, Inc.
• Represented EQT Partners and its portfolio company Sivantos Pte. Ltd. (n/k/a WS Audiology A/S) in its acquisitions of TruHearing, Inc. and Clearwater Clinical Limited and WS Audiology A/S in its acquisition of the assets of My Hearing Centers, LLC.
• Represented Genstar Capital, LLC in its acquisitions of Arrowhead Engineered Products, Inc., Marcone Appliance Parts Center, Inc., Pretium Packaging, LLC, The SEER Group LLC, and Tecomet, Inc. and Arrowhead Engineered Products, Inc. in its acquisitions of Red Hawk, LLC and Western Power Sports, LLC.
• Represented Thomas H. Lee Partners and Broad Street Principal Investments, a private-equity affiliate of Goldman Sachs & Co., in the acquisition of CTI Foods Holdings from Littlejohn & Co. LLC.
• Represented Thomas H. Lee Partners in its acquisition of 1-800 CONTACTS from WellPoint and Intermedix Corporation in its $460 million sale to R1 RCM Inc.
• Represented Thea Pharma Inc. (a subsidiary of Laboratoires Théa SAS) in its acquisition of a portfolio of seven ophthalmic products from Akorn Pharmaceuticals.
• Advised Sweden-based Investor AB on the international aspects of its acquisition of Sweden-based Permobil, which has an enterprise value of $783 million from Nordic Capital Fund V, L.P.
• Counsel to Sanofi in its $11.6 billion acquisition of Bioverativ Inc.; its $3.7 billion acquisition of Principia Biopharma Inc.; its $3.2 billion acquisition of Translate Bio, Inc.; its up to $1.225 billion acquisition of Amunix Pharmaceuticals, Inc.; and its acquisition of Pluromed.
• Represented Avista Capital Partners and its portfolio company BioReliance in the $350 million sale of BioReliance to Sigma-Aldrich.
• Represented Avista Healthcare Public Acquisition Corp. in its acquisition of Organogenesis Inc. and its proposed merger with Envigo International Holdings, Inc., an early stage non-clinical contract research organization.
• Represented OMERS Private Equity in its acquisition of TurnPoint Services and in credit facilities to finance OMERS' acquisition of Great Expressions Dental Company.
• Represented Morgan Stanley, as lead bookrunner, in a $1 billion senior notes offering by DENTSPLY with proceeds to fund a portion of its $1.785 billion acquisition of Sweden-based Astra Tech, manufacturer and marketer of dental implants, abutments and surgical medical devices.
• Represented OPE Accelerated (a portfolio company of OMERS Private Equity) in term and revolving financing supporting OMERS’ acquisition of Accelerated Rehabilitation Centers.