For Garvey, a Buchanan Ingersoll attorney who handles M&As, strategic partnerships and IPOs, wearing several hats and working at odd hours isn't uncommon when it comes to helping clients through the intricacies of such deals.
"Where a company lacks resources sometimes, you help them with both feet and both hands to try to plug those holes to get the deal done," says Garvey.
That kind of can-do, will-do approach has been a key factor in Garvey's track record of spearheading key deals, including the Dick's Sporting Goods initial public offering last year, a success even while the prospects for IPOs were bleak and the market was in the doldrums.
Garvey was a member of a legal team that represented biotherapeutics company Anthrogenesis Corp. in its acquisition this year by Celgene Corp., both of New Jersey, in a deal valued at nearly $60 million.
His latest coup is a strategic development and marketing agreement struck between BodyMedia Inc., a Pittsburgh company that has developed wearable continuous body-monitoring equipment and software for management of conditions like diabetes and heart disease, and Roche Diagnostics, a division of Roche, the 57,000-employee Swiss pharmaceuticals and diagnostics products company.
Smart Business talked with Garvey about the BodyMedia deal, the Dick's Sporting Goods IPO and what it's like to be a deal-making attorney. What has your relationship been with BodyMedia?
BodyMedia is a great story. I met Astro Teller and John Stivoric (BodyMedia CEO and CTO, respectively) at Chesapeake Bagel when this was just an idea, so I've gone from helping them incorporate to raising rounds of financing.
We've gone through the venture financing, the bank credit agreement, a strategic investment with UPMC. Those guys have done a lot when you look at the life of that company. It's very exciting because it's very meaningful to those folks -- not that it isn't meaningful to a large institution.
What happens when you hit a bump in the road?
I think you try to understand what the bump is. One thing we as a profession and I could always do better is listen. If there's a bump in the road, it's either the deal isn't working for one or two or sometimes three guys. Is it that or just a personality issue? And sometimes those are more challenging.
Part of it is understanding that the client's first, the deal's second and everything else sort of wags behind. If there are personality issues, then you try to work through those. The deal supplants any personality issue.
It's trying to listen to folks and determine whether it's a real deal issue, it's a personality issue or it's something else, and sometimes it is something else. Sometimes someone isn't being square, or there are other reasons to slow down, speed up, move left.
Why does this practice appeal to you?
It's got to be the people, entrepreneurial folks who try to run their business and put everything at risk, and are willing to figure out the challenges. When they call you and say, 'Hey, what do you think I should do?' (and) it's not necessarily a legal issue, it's a judgment issue; you've spent so much time with those folks and you want it to work out as badly as anyone else.
What do you like about working with life sciences companies?
They tend to attract very high-energy, very intense, very interesting people to be around that tend to say, 'What do you mean you can't do it?' They are people who drive to get it done and don't let go, very tenacious.
Can you describe what it's like to handle a deal like the one between BodyMedia and Roche?
Every deal is different, obviously, but it tends to be on the life sciences side (that) with the younger emerging growth companies, one of the issues beyond the technical issues is the lack of leverage, the David versus Goliath, as well as the lack of resources.
So it tends to be that entrepreneurial companies look to their service providers to do all sorts of things, to sort of rank objectives. You always want to give your client the best service possible and protect your client, but very close behind that is to try to get the deal done.
In a great measure, you're working to drive the deal on all fronts, and it's sort of putting your fingers in the dike over here and having something come out over there. The methodology is to first sit back and listen, to hear what people think the objectives are, make sure you agree and understand and to get a game plan to go forward and try to meet those objectives.
I think our job is to weave together that path to try to reach those objectives and missing the major landmines, or at least identify those issues as you flow through. It's a lot of fun with folks who are in that very important stage of growth.
It's very satisfying to help them get to an exit strategy or get a big relationship together.
Talk about the Dick's Sporting Goods IPO.
That deal had a lot of folks around it, but to be involved in something like that, it's great.
In the end, it's sort of a public recognition of the process. It's not much different than any other deal, although it tends to be very accretive; everyone's driving the same thing, and it tends not be a contentious deal because the economics are generally within a range and everyone wants the company to go public, so everyone's rowing in the same direction. Sometimes in an M&A deal, it's a little different.
Is this a good time to be involved in biotech companies?
I think it is. The market's obviously shifted a bit, but I think it's always been hard.
There was a point in time when things were more robust, but I do think that when you look back before the tech bubble, it's akin to those times. It is a good time, particularly in Pittsburgh. There's a great tradition in Pittsburgh of emerging growth companies.
The life sciences tend to have longer times to market; they're also more complex, to some extent. Early stage funding sources find it hard to understand sometimes.
With that said, it's very exciting, and it is a bit of which company you're with. There are some solid companies blazing the trail. I just think it's going to take a long time, so there's a patience factor.
How deep an understanding do you need to have of the science associated with these companies' products or services?
If they have to communicate this to the world, they still have to boil it down to some understandable level. I think coming at it with some basic understanding is helpful, but also being able to look at it and asking, "Are folks really going to understand what you're trying to do?' is helpful, not being so close to it that you're saying everyone's obviously going to understand the use of this product. It takes a little more time, and it can be challenging to get at it.
What's on the horizon for deals in IT and the life sciences?
The IPO market has sort of slowed -- stopped -- but from the standpoint of technology deals, I think people have innovative ideas, whether in IT or in the life sciences or whatever field. The way this country works, and the way the world is tending to work, those creative ideas will get funded, and inevitably, the best ones will work out. How to reach: Buchanan Ingersoll, www.bipc.com; BodyMedia, www.bodymedia.com; Roche, www.roche.com