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David E. Wells

Partner

Miami

+1 305-910-0528

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  • Overview
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David advises public and private companies on mergers and acquisitions and corporate finance transactions in a variety of industries. “David is very commercial and has always represented his clients strongly.” —Chambers USA

David focuses on advising public and private companies on mergers and acquisitions and corporate finance transactions. He has worked on a wide variety of mergers and acquisitions, including public company mergers, going-private transactions, strategic and financial investments and divestitures, public and private leveraged acquisitions and spin-offs, exchange offers, tender offers, and hostile-takeovers and defenses. Mr. Wells assists clients with corporate finance transactions, including public and private securities offerings, including Regulation D and offshore offerings, IPOs, registered direct offerings, secondary offerings, PIPEs, and registered shelf offerings. David has received numerous awards for his securities and mergers and acquisitions work.

He also provides guidance on corporate governance, securities law compliance, securities exchange (NYSE, NASDAQ and OTC) compliance, director fiduciary duties and executive compensation, equity compensation plans, self-tender offers, stock repurchases, and accelerated stock repurchase programs.

From startups to Fortune 500 companies, David has represented a wide variety of public and private clients in various industries, such as health care, medical device, life sciences, video games, telecommunications, hi-tech equipment and services, software as a service, internet-based retailers, alternative experiential marketing, regulated and unregulated financial services, REITs, real estate development, private investment funds, alternative energy, poultry production, premium spirits and other consumer brands, airport development, and manufacturing and distribution.

His unique financial and legal background has assisted a number of small companies grow into large, established private or public companies.

Key Matters

Some of the experience represented below may have been handled at a previous firm.

Representative M&A and Securities Engagements

  • Representation of Pediatrica Health Networks, LLC in connection with the acquisition of pediatric practices in Florida and Texas
  • Representation of Metropolitan Health Networks, Inc. (NYSE) in its $850M sale to Humana, Inc. (NYSE)
  • Representation of HemaCare (OTC), a human derived cellular products provider, in connection with its $380M sale to Charles River
  • Representation of primary care network in establishment of joint venture to acquire primary care networks in various regions of the United States
  • Represented Collier Enterprise, a real estate management and investment company, in its complex reorganization and sale to the Tarpon Blue Companies
  • Representation of Metropolitan Health Networks, Inc. (NYSE) in its $417M leveraged acquisition of Continucare Corporation (NYSE) for cash and stock
  • Representation of regulated financial institution in connection with sale of $1B of equity subscriptions to fund strategic acquisitions°
  • Representation of acquirer in stock and asset purchase of multi-billion-dollar technology service provider (NYSE)
  • $2B sale of LNR to Cerberus Capital - Representation of Special Committee of LNR (NYSE)
  • Multi-billion-dollar hostile acquisition of medical device company (NYSE) - served as acquirers local counsel
  • Representation of PetSupermarket, Inc. in sale to Roark Capital
  • Representation of Angel’s Share Brands, LLC, the owner of the Angel’s Envy Bourbon, in acquisition by Bacardi Limited
  • Representation of founder of Invicti Security, which provides enterprise-wide application security testing, in connection with $625M growth investment by Summit Partners
  • Representation of Transplant Connect, Inc, which provides software that supports the donation, transplant and research of human biologics, in connection with a sale to Invita Healthcare
  • Representation of Shiver Entertainment, an electronic game development studio, in connection with its sale to Saber Interactive
  • Represented 50% owner of real estate management and investment company explore complex reorganization and sale of hundreds of subsidiaries 
  • Representation of Heaven’s Door whiskey in connection with its organization, negotiation of various IP licenses and multiple equity and debt financings
  • Representation of Internet-based retailer in restructuring and $150M+, leveraged sale to strategic acquirer for cash, debt and equity
  • Leveraged buyout of construction and engineering company
  • Representation of direct marketing company in a series of transactions valued at $130M
  • Representation of food production company in $100M+ going private transaction
  • $80 million bid for technology company (NASDAQ)
  • $60 million bid for technology equipment company
  • Representation of investment fund in takeover contest involving a software company (NASDAQ & TSX)
  • Representation of largest shareholders of software company in US$35M sale of company to a multinational computer software technology corporation (NYSE)
  • Representation of investment fund in takeover bid for publicly traded federal savings bank (NASDAQ)
  • Representation of luxury shoe brand in sale to private equity group for cash and equity
  • Representation of ethanol producer in restructuring and leveraged sale to strategic acquirer

Representative Capital Markets Engagements

  • Assisted in structuring of $600M Reg. D/ Reg. S preferred stock offering - Financial Institution
  • Private offering of $400M of units - Investment Funds
  • Private offering of $150M of subordinated debt securities - Investment Fund
  • Public offering of $106M of common stock - Real Estate Investment Fund
  • Public offering of $80M of preferred stock - REIT
  • $60M sale and exchange of preferred stock - Technology Company
  • PIPE offering of $30M of Series A Preferred Stock - Wireless Technology Company
  • PIPE offering of $30M of Series B Preferred Stock - Wireless Technology Company
  • $6M IPO of common stock - Biotech Company
  • Private offering of $7M of Series Seed Preferred Stock – Gift of Life Biologics, Inc.
  • Development of Accelerated Stock Repurchase Program for Investment Bank

Representative Securities Counsel Engagements

  • Metropolitan Health Networks, Inc. (NYSE)
  • Heartware International, Inc. (NASDAQ: GM)
  • Bioheart, Inc. (NASDAQ)
  • Airspan Networks, Inc. (NASDAQ: NMS)
  • Koger Equity, Inc. (NYSE)
  • Rica Foods, Inc. (AMEX)
  • SFBC, Inc. (NYSE)

Representative Internal Investigations and Special Committee Projects

  • Review of Fortune 500 Company's supply system for control weakness
  • Investigation of $75M transaction by NYSE listed company
  • Investigation of $35M of transactions by AMEX listed company
  • Risk assessment for $600M investment in private investment fund
  • Investigation of $140M of transactions by bank
  • Investigation of private placements by bank

Representative Securities Commission Inquiries and Enforcement Actions

  • Rica Foods, Inc. (AMEX)
  • Former executive of Home Gold Mortgage (NYSE)
  • Representation of largest investor in publicly traded technology company (NASDAQ)
  • Representation of receiver approved in SEC initiated receivership action
  • Voice Flash, Inc (OTC)

 

  • Listed, The Best Lawyers in America–
    • Securities / Capital Markets Law, 2008–2025
    • Mergers and Acquisitions Law, 2014–2025
  • Listed, Chambers USA, Corporate/M&A: Private Equity, 2007–2024
  • Listed, Lawdragon, “500 Leading Dealmakers in America,” 2025
  • Listed, Super Lawyers magazine, Florida Super Lawyers, 2007, 2010–2018
  • Listed, South Florida Legal Guide, “Top Lawyer,” 2013–2016
  • Finalist, Daily Business Review, “Top Dealmaker of the Year - Corporate Finance Category,” 2013
  • Team Member, “U.S.A. M&A Deal of the Year – Large Markets,” Global M&A Network, 2013
  • Finalist, Daily Business Review, “Top Dealmaker of the Year - Corporate (Domestic) Category,” 2012
  • Listed, Florida's Best Lawyers, 2012
  • Finalist, The M&A Advisor, Healthcare/Life Sciences Deal of the Year, 2011
  • Finalist, The M&A Advisor, Upper Middle Market Deal of the Year, 2011
  • Rated, AV Preeminent® 5.0 out of 5.0

  • Member, Board of Trustees, Miami Waterkeeper
  • Member, Association for Corporate Growth (ACG) Miami 

  • Member, Tropical Audubon Society

  • Member, Business Law Section of the Florida Bar

  • Member, American Bar Association
  • Member, The Florida Bar

Capabilities

Mergers & Acquisitions
Private Equity
Capital Markets
Corporate Governance
Private Investment Funds
Antitrust/Competition
Finance
Health Care
Medical Devices
Technology, Media & Telecommunications
Food & Beverage
Retail & Luxury

Key Matters

Some of the experience represented below may have been handled at a previous firm.

Representative M&A and Securities Engagements

  • Representation of Pediatrica Health Networks, LLC in connection with the acquisition of pediatric practices in Florida and Texas
  • Representation of Metropolitan Health Networks, Inc. (NYSE) in its $850M sale to Humana, Inc. (NYSE)
  • Representation of HemaCare (OTC), a human derived cellular products provider, in connection with its $380M sale to Charles River
  • Representation of primary care network in establishment of joint venture to acquire primary care networks in various regions of the United States
  • Represented Collier Enterprise, a real estate management and investment company, in its complex reorganization and sale to the Tarpon Blue Companies
  • Representation of Metropolitan Health Networks, Inc. (NYSE) in its $417M leveraged acquisition of Continucare Corporation (NYSE) for cash and stock
  • Representation of regulated financial institution in connection with sale of $1B of equity subscriptions to fund strategic acquisitions°
  • Representation of acquirer in stock and asset purchase of multi-billion-dollar technology service provider (NYSE)
  • $2B sale of LNR to Cerberus Capital - Representation of Special Committee of LNR (NYSE)
  • Multi-billion-dollar hostile acquisition of medical device company (NYSE) - served as acquirers local counsel
  • Representation of PetSupermarket, Inc. in sale to Roark Capital
  • Representation of Angel’s Share Brands, LLC, the owner of the Angel’s Envy Bourbon, in acquisition by Bacardi Limited
  • Representation of founder of Invicti Security, which provides enterprise-wide application security testing, in connection with $625M growth investment by Summit Partners
  • Representation of Transplant Connect, Inc, which provides software that supports the donation, transplant and research of human biologics, in connection with a sale to Invita Healthcare
  • Representation of Shiver Entertainment, an electronic game development studio, in connection with its sale to Saber Interactive
  • Represented 50% owner of real estate management and investment company explore complex reorganization and sale of hundreds of subsidiaries 
  • Representation of Heaven’s Door whiskey in connection with its organization, negotiation of various IP licenses and multiple equity and debt financings
  • Representation of Internet-based retailer in restructuring and $150M+, leveraged sale to strategic acquirer for cash, debt and equity
  • Leveraged buyout of construction and engineering company
  • Representation of direct marketing company in a series of transactions valued at $130M
  • Representation of food production company in $100M+ going private transaction
  • $80 million bid for technology company (NASDAQ)
  • $60 million bid for technology equipment company
  • Representation of investment fund in takeover contest involving a software company (NASDAQ & TSX)
  • Representation of largest shareholders of software company in US$35M sale of company to a multinational computer software technology corporation (NYSE)
  • Representation of investment fund in takeover bid for publicly traded federal savings bank (NASDAQ)
  • Representation of luxury shoe brand in sale to private equity group for cash and equity
  • Representation of ethanol producer in restructuring and leveraged sale to strategic acquirer

Representative Capital Markets Engagements

  • Assisted in structuring of $600M Reg. D/ Reg. S preferred stock offering - Financial Institution
  • Private offering of $400M of units - Investment Funds
  • Private offering of $150M of subordinated debt securities - Investment Fund
  • Public offering of $106M of common stock - Real Estate Investment Fund
  • Public offering of $80M of preferred stock - REIT
  • $60M sale and exchange of preferred stock - Technology Company
  • PIPE offering of $30M of Series A Preferred Stock - Wireless Technology Company
  • PIPE offering of $30M of Series B Preferred Stock - Wireless Technology Company
  • $6M IPO of common stock - Biotech Company
  • Private offering of $7M of Series Seed Preferred Stock – Gift of Life Biologics, Inc.
  • Development of Accelerated Stock Repurchase Program for Investment Bank

Representative Securities Counsel Engagements

  • Metropolitan Health Networks, Inc. (NYSE)
  • Heartware International, Inc. (NASDAQ: GM)
  • Bioheart, Inc. (NASDAQ)
  • Airspan Networks, Inc. (NASDAQ: NMS)
  • Koger Equity, Inc. (NYSE)
  • Rica Foods, Inc. (AMEX)
  • SFBC, Inc. (NYSE)

Representative Internal Investigations and Special Committee Projects

  • Review of Fortune 500 Company's supply system for control weakness
  • Investigation of $75M transaction by NYSE listed company
  • Investigation of $35M of transactions by AMEX listed company
  • Risk assessment for $600M investment in private investment fund
  • Investigation of $140M of transactions by bank
  • Investigation of private placements by bank

Representative Securities Commission Inquiries and Enforcement Actions

  • Rica Foods, Inc. (AMEX)
  • Former executive of Home Gold Mortgage (NYSE)
  • Representation of largest investor in publicly traded technology company (NASDAQ)
  • Representation of receiver approved in SEC initiated receivership action
  • Voice Flash, Inc (OTC)

 

Credentials

Education

David received his J.D. from the University of Michigan Law School and his M.B.A. from the University of Michigan Business School. He received his B.A. in Economics, magna cum laude, from Colgate University, where he was Phi Beta Kappa.

    Admissions
    • Florida

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    Capabilities

    Mergers & Acquisitions
    Private Equity
    Capital Markets
    Corporate Governance
    Private Investment Funds
    Antitrust/Competition
    Finance
    Health Care
    Medical Devices
    Technology, Media & Telecommunications
    Food & Beverage
    Retail & Luxury
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