Morris F. DeFeo, Jr. is a partner in Crowell & Moring's Corporate Group and the Head of the firm's MENA Practice. His practice covers all facets of corporate finance, mergers and acquisitions, joint ventures, roll-ups and securities transactions on behalf of real estate, information technology, computer software, Internet, defense technology, telecommunications and other clients, including emerging and new entrant companies, in the United States, Europe, the Middle East, India and the Far East. Morris represents public and private corporations, partnerships, limited liability companies, real estate investment trusts (REITs), and other clients in connection with public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings, international joint ventures, mergers, asset and stock acquisitions and dispositions, exchange listings and compliance with the registration, proxy solicitation, and periodic reporting requirements of the U.S. securities laws. As outside general counsel for public companies, Morris also provides guidance on the complex and far-reaching requirements of the Sarbanes-Oxley Act, including those related to section 404 internal control over financial reporting, disclosure controls and governance.
From May 2000 to January 2001, Morris served as the Executive Vice President for Corporate and International Transactions of CAIS Internet, Inc., a Nasdaq-listed Internet access solutions company. In that capacity, he was responsible for all of CAIS's merger and acquisition transactions, as well as for the negotiation of joint ventures and other strategic relationships between CAIS and several foreign telecommunications companies, Internet infrastructure and equipment companies and hospitality companies in 16 countries, to effect CAIS's deployment in Asia, Australia and Europe. From 1990 to 1991, Morris worked as a foreign visiting attorney in the law firm of Yuasa and Hara in Tokyo, Japan.
Morris received his B.A., cum laude, from the University of Pennsylvania in 1981 and his J.D. from the Boston University School of Law in 1984, where he was an Edward J. Hennessey Scholar and a G. Joseph Tauro Scholar. Morris is a member of the District of Columbia and Maryland bars. In 2001, Regardie's Power magazine named Morris one of the greater Washington, DC area's Power Internet 100 and was recognized by Global Counsel 3000 as a top corporate and mergers and acquisitions attorney in the Washington, DC area. In October 2003 Morris was appointed by the Governor of Virginia as a Member of the Virginia Delegation to the 27th Annual Joint Meeting, Japan-USSE Association & SEUS/Japan Association, Osaka, Japan. The Governor reappointed Morris in 2004 as a Member of the Virginia Delegation to the 28th Annual Joint Meeting. Morris is a member of the Bars of Maryland and the District of Columbia.
Offerings and Financings
- Representation of QuadraMed Corporation, an AMEX-listed software and information technology company, in a $100 million private offering of Rule 144A eligible convertible preferred stock.
- Representation of Kaman Corporation, a NASDAQ-listed U.S. defense contractor, in a $115 million Rule 144A convertible note offering.
- Representation of JBF Industries Ltd., a Bombay and National Stock Exchange listed Indian company, as international legal counsel in a private offering of equity shares.
- Representation of Kiri Dyes & Chemicals Ltd., a Bombay and National Stock Exchange-listed Indian company, as international legal counsel in a private offering of equity shares.
- Representation of Kaman Corporation, a NASDAQ-listed U.S. defense contractor, in connection with $350 million revolving and term credit facilities.
- Representation of CAIS Internet, Inc., a tier one Internet service provider, in its $150 million initial public offering and in private offerings of $145 million of preferred stock to Microsoft Corporation, Kohlberg Kravis Roberts & Co. (KKR), and 3Com Corporation.
- Representation of FaciliCom International, Inc., an international long distance telecommunications company, in its $300 million Rule 144A high-yield debt offering.
- Representation of Telco Communications Group, Inc., a long distance telecommunications company, in its $102 million initial public offering.
- Representation of Telegroup, Inc., an international long distance telecommunications company, in its $46 million initial public offering, $100 million Rule 144A high-yield debt offering and $25 million convertible
- Representation of a publicly traded mortgage REIT in public offerings of common stock, convertible preferred stock and high-yield debt.
- Representation of OM Group, Inc., a multinational specialty chemical company, in its $177 million initial public offering.
- Representation of an international voice and data telecommunications carrier in venture capital financings.
- Representation of private investment funds in private placements of equity.
Mergers and Acquisitions
- Representation of QuadraMed Corporation, a Nasdaq-listed company, in its acquisition by Francisco Partners, a US private equity firm.
- Representation of QuadraMed Corporation in its acquisition of Tempus Software, Inc., a healthcare scheduling technology company.
- Representation of QuadraMed Corporation in its acquisition of Détente Systems Pty Limited, an Australian and United Kingdom information technology company.
- Representation of Telco Communications Group, Inc. in its acquisition by Excel Communications, Inc.
- Representation of CAIS Internet in the disposition of its server software business to Cisco Corporation.
- Representation of PT-1 Communications, Inc., an international long distance telecommunications company, in its acquisition by STAR Communications, Inc.
- Representation of Phar-Mor, Inc., a NASDAQ-listed drugstore chain, in its acquisition of Pharmhouse, Inc.
- Representation of Federal Computer Corporation, an information technology company, in its acquisition by Condor Technology Solutions, Inc.
- Representation of FirsTel, Inc., a long-distance telecommunications company, in its acquisition by Advanced Communications Group, Inc.
- The consolidation of three publicly traded mortgage funds into two New York Stock Exchange–listed REITs.
- Representation of an investor group in connection with its acquisition of a controlling interest in Phar Mor, Inc.
Affiliations, Associations and Special Achievements:
- Virginia Economic Developers Association
- Northern Virginia Technology Council
- Mid-Atlantic Venture Association