Key Matters

Mergers & Acquisitions

  • In-house counsel representing target/acquired company in $1 billion purchase by renown family office.
  • Represented sellers in $200 million sale of amusement theme parks operator. 
  • Represented private equity seller in distressed sale auction of hazardous waste logistics company.
  • In-house counsel representing purchaser in $12 million acquisition of non-ferrous metal processing business.
  • Represented seller in $232 million asset sale of playing card manufacturing business.
  • Represented purchaser in acquisition of aggregate/ready-mix facility.
  • Represented seller of email marketing company in $10 million merger transaction.
  • Represented private equity owner in $40+ million stock swap merger transaction for oilfield services portfolio company.
  • Represented private equity purchaser in $42 million acquisition of industrial fuel dispensing manufacturing business.
  • Represented private equity purchaser in $57 million acquisition of landfill gas power generation company.
  • Represented consumer company purchaser in acquisition of cosmetics brand.

Commercial Contracts Representative Transactions

  • Negotiated and coordinated contracts and related financing structures for 20+ domestic and international bulk sales and purchases of scrap metal, iron ore and iron ore substitutes.
  • Negotiated and drafted blanket long-term relationship agreements between industrial services provider and multiple major steel manufacturers.
  • Negotiated and drafted long-term, exclusive raw material supply agreements between industrial services provider and multiple major steel manufacturers.
  • Negotiated and drafted long-term relationship agreement between professional services consulting firm and national media conglomerate.
  • Negotiated and drafted master services and framework agreements between peanut shelling company and multiple domestic and international customers.
  • Negotiated and drafted 100+ acquisition-focused non-disclosure agreements for investment industry focused venture capital fund.
  • Negotiate and draft numerous settlement and release agreements relating to resolution of commercial business disputes, including disputes arising from M&A indemnification provisions.
  • Negotiated and drafted sale leaseback agreements for heavy industrial equipment.

Material Transactions and Projects

  • Oversaw legal implementation of corporate name change for international business operating in 40+ jurisdictions.
  • Represented project sponsor in $37 million New Market Tax Credit financing for industrial service facility.
  • Represented landfill gas power generation company in development of pipeline gas conversion facility.
  • Represented industrial service provider in conversion of $7 million trade obligation to secured loan and enhanced service relationship.
  • Represented metal recycling company in joint venture to develop non-ferrous slag treatment process and extraction facility. 
  • Represented industrial service company in dispute over insurance recovery for business interruption claim.
  • Oversaw management of global insurance program for international industrial services company.
  • Implemented and oversaw operation of international tax planning structure through formation of multiple entities in various tax shelter jurisdictions.

Corporate Restructurings and Buyout Transactions

  • Represented real estate investment group in conversion of portfolio holding entities to limited liability companies and consolidation of ownership and management structures.
  • Represented non-ferrous metal processing service company in internal roll-up restructuring transaction.
  • Represented wine distribution company in buyout of original founding member and implementation of new management structure.
  • Represented wine distribution company in termination of celebrity endorsement relationship. 
  • Represented accounting firm partner in separation from existing firm and establishment of new practice.
  • Represented minority shareholder of software company in global exit sale transaction.
  • Represented minority shareholder of metal fabrication company in divorce-related buyout transaction.

Entity Formation and Capital Raises

  • Represented investment group in issuance and sale of partnership and LLC membership interests to fund acquisition of development rights in brownfield industrial property, including preparation of applicable disclosure materials, partnership/LLC agreements and purchase/sale agreements. 
  • Represented multiple real estate investment groups in formation of multi-tier entity structures (parent holding company – subsidiary operating/property owner companies) and drafting of applicable partnership and operating agreements.
  • Represented mobile app development company in issuance of Simple Agreement for Future Equity (SAFE) rights.
  • Represented wine distribution company in multiple capital formation transactions.
  • Represented investor in purchase of ownership interest in home restoration services franchisor.

Securities

  • In-house counsel representing the issuer in an initial public offering on the NYSE.
  • In-house counsel representing NYSE listed company on securities disclosures and compliance matters.
  • In-house counsel representing publicly traded company in compliance with NYSE listing manual and exchange rules.
  • Design and oversee Insider Trading and Regulation FD policies for publicly-traded companies.
  • Oversee transfer agent interactions for publicly-traded companies.
  • Maintain capitalization tables and stock ledgers for multiple private companies.
  • Oversee Section 16 insider filings for major private equity fund portfolio companies and representative directors.
  • Represent issues in response to SEC comment letters.