Attorneys at the Firm represent clients in a variety of complex transactions. The following is a general description of the type of sale and financing transactions we have handled.
Healthcare
- Pharmacy specializing in servicing the long term care industry sold to a publicly traded Fortune 1000 competition. We represented the Company in the sale of certain pharmacies and related assets and business.
- 32 Senior Nursing Facilities sold to REIT and related operating entities where we represented the Sellers for a purchase price in excess of $500 million. The transaction also included rehab and construction assets.
- Represented a client in the sale of a medical training software business to a publicly-traded company in exchange for cash and securities.
- Sale of private laboratories from physician groups to a national laboratory business.
- Represented medical device company in its corporate reorganization and proposed long-term funding from a venture fund and equity plans for key management.
- Reorganization of several physician practices and assistance in establishing multi-state offices and qualifications.
- Private and public offerings of securities for medical device and instrument businesses through investment bank group.
- Represented seller of a provider of patient reported outcome software solutions for pharmaceutical companies, in the $11 million sale of its business to a large multinational business.
Energy
- Sale of membership interest of a 200 Megawatt wind energy business where we represented the seller and developer.
- Represented seller of oilfield service business to a private equity acquirer. The business involved oilfield electrical, instrumentation and control services.
- Worked on sale to strategic buyer of a business involving the designed manufacture of oilfield sensors and systems for harsh and hazardous environments.
- Natural gas pipeline company enters into a strategic partnership to add management and financing. The remaining entity then acquires additional pipeline assets in many states. Represented the pipeline company in the structure of the partnership and purchase of pipelines.
- Major oil company sale of oilfield waste disposal assets to oilfield service client. Represented buyer of the assets in its negotiation, purchase and financing of the transaction. Coordinated efforts with local regulatory counsel relating to acquisition.
- Publicly held natural gas company client sold to multinational energy conglomerate for over $90 million. Represented seller on securities matters and assisted client’s general counsel on the sale of the company. Assets included gas production and midstream pipeline system.
- Represented private equity backed oilfield service business in the sale of its stock for approximately $160 million to another private equity buyer. Transaction involved foreign lender and multiple state assets and regulatory matters.
- Lead counsel in negotiation/drafting of support structure for a greenfield petrochemical complex in Louisiana, including NGL pipeline construction contract, salt dome storage arrangements, and all feedstock agreements.
- Lead counsel for $35 million purchase of privately-owned heavy civil marine construction company via asset purchase. Support counsel in $1 billion roll up of numerous petrochemical manufacturing facilities (asset/stock purchases) and subsequent sale via merger, including negotiation/drafting of support services arrangements for split petrochemical complexes.
- Support counsel for $1 billion in roll ups (asset purchases) of numerous fertilizer and agricultural chemicals manufacturing plants and support companies and the subsequent sale thereof via mergers.
Technology
- Computer hardware client sold its assets to large competitor for cash consideration. We represented closely held client in the structure and terms of the sale of assets, consents of third parties, employment agreements and non-compete agreements for the founder.
- Software company merged with large public company in exchanged for cash and stock. Represented the seller in negotiations of merger agreements and non-compete agreements.
- Represented public company in the acquisition of a California cloud-based solution for photo and video organization, storing and sharing with a total deal value of $27 million.
- Handled the acquisition of a mobile application developer with a total deal value of $13 million.
- Buyer representation in an acquisition of an Israeli company and developer of technologies for photo ranking, analysis and organization with a total deal value of $12 million.
- Purchase of assets of a digital direct marketing specialist by a publicly-traded company.
- Represented venture capital funded digital media company in the exchange of its assets for Series E Preferred Stock in a premier web publishing entity.
- Represented public company in the $3.75 million asset sale of its digital directional survey business unit.
- Advised software company in a $3.15 million asset sale to another strategic software company. Our client provided a hosted asset management software solution, primarily to state and local governments.
- Represented publicly-traded company in the sale of a patent portfolio to a large venture enterprise.
- Represented a software and service enterprise in a management buyout. The client is a provider of managed IT services with over 100 franchise locations nationwide.
- Represented company in Series A preferred stock offering. Our client develops artificial materials engineered to provide properties that are not readily available in nature, which have applications in the intelligence community.
- Represented a public semiconductor client in its sale of $110 million of intellectual property assets to another public semiconductor company.
International Transactions
- Represented owner group in $2 million recapitalization and refinancing of oilfield services startup by Russian investors.
- Global contract fuel business where we represented the sellers. The transaction involved the sale of international subsidiaries as well.
- Represented African-based energy company in its reorganization and public offering of $67 million in securities on the London Stock Exchange.
- Represented client in the proposed sale of a computer equipment company located in China to a portfolio company of a large U.S. private equity firm.
- Buyer representation in an acquisition of an Israeli company and developer of technologies for photo ranking, analysis and organization with a total deal value of $12 million.
- Represented a UK-based company in an asset sale of a storage division. Our client is a provider of data storage solutions.
- Lead counsel in $50 million purchase out of bankruptcy (U.S. and Canada) of a plastics packaging manufacturer with plants in the eastern and western regions of the U.S. and in Canada, including oversight of Canadian bankruptcy purchase.
- Oilfield waste company proposed strategic acquisition of a Canadian/U.S. waste firm for over $115 million.
- Lead counsel in $250 million auction and sale via merger of a private equity portfolio plastics and paper packaging manufacturer with locations throughout the U.S. and in Canada.
- Lead counsel for $250 million engineering and construction of a large greenfield natural gas-based fertilizer manufacturing complex in Trinidad and Tobago, including the financing thereof.
- Instruments company sold to a German-based technology company for over $6 million. We represented the seller and assisted in the coordination of the sale of related subsidiaries in other states.
Manufacturing & Services
- Food manufacturing and distribution business sold to NYSE competitor. We represented the owner and the seller in an asset sale transaction.
- Sale of property tax lenders and related servicing business. The transaction also included negotiations with the purchasing group’s private-equity backed lender.
- Advertising client sold to multinational advertising firm for cash and an earnout to be paid over several years. We represented the seller in the restructure of its business prior to sale, handling of key employee negotiations related to the sale and due diligence matters.
- Insurance agency client sold its assets to a large regional bank holding company. Assisted the client in the restructure of its business prior to sale, negotiation of sale documents, employment agreements and non-compete agreements.
- Public bank client merged with other public bank. Represented the target bank in the merger agreement, proxy statement and re-solicitation of proxies upon amendment of the deal.
- Credit card issuer awarded contract worth over $50 million for supply of smartcard credit cards, together with related software and management systems. We represented the supplier in negotiation of contract with issuer and related subcontracts.
- Acquisition of manufacturing company and machine shop supplying plywood and panel board industries. We acted as counsel to the Canadian acquiring company in a stock transaction that involved the negotiation of an employment arrangement with the current management and real property owned by the target.
- Printing business sale to larger competitor. We represented the controlling member and assisted in the negotiation and closing of the transaction.
- Hazardous material handling company with facilities in a number of states sells its assets to a publicly owned competitor. We represented the company in the sale of its assets and wrapping up of remaining business.
- Affiliated group of recycling companies with $51 million joint credit facility simultaneously restructured the corporate entities into two distinct operating groups, paid down and restructured the existing credit facility as to one group and obtained a new $65 million credit facility for the other group. We acted as lead counsel or co-counsel to the companies in all three transactions.
- Insurance company client sold $10.5 million of serial preferred stock to a private equity fund and investors in order to grow its casualty business and increase its management base. We represented the insurance company in the organization of a new Delaware holding company, the reorganization of its different lines of businesses and the negotiation and sale of the preferred stock.
- Advertising agency client sold a minority ownership interest in its firm to a multinational advertising business for cash and an earn-out. We represented the agency in their restructure to a Delaware limited partnership, sale of the minority interest and the employment agreements with key officers of the agency.
- Recycling firm purchased a facility and operations from the industry leader. We represented the purchaser in its acquisition and financing of the purchase of real property and operations of the facility. Coordinated with local and environmental counsel relating to the purchase.
- Bank merged with larger financial institution in a stock and cash purchase price for stock and cash merger where the client’s shareholders received $24 million of consideration. We represented the Bank in the negotiation of the merger agreement, solicitation of proxies from the Bank’s shareholders in a detailed proxy statement and provided regulatory and other advice to the Bank.
- Acquirer hired us to negotiate and assist in the purchase of a controlling interest in a privately held telecommunication business including the negotiation of employment agreements, non-competition agreements and stock restriction agreements with the selling group.
- Represented acquirer in the purchase of a food company’s assets from a trustee of the U.S. Bankruptcy Court. Negotiated asset sale agreement, sale order, trademark licenses and name usage agreements with the founder of the selling company.
- Air-cargo developer raised over $7 million in financing for acquisition and construction of a facility at an international airport. Assisted the developer in working with municipal officials in the negotiation of the bond transaction related to the financing.