Experience

$2 Million Series A Issuance for Fintech Client

Represented a financial technology company in its issuance of more than $2 million in Series A Preferred Stock. Worked with the company to integrate Series A preferences with Series Seed preferences. The company was able to fund expansion in operations.

Representation of Private Investor in Fraud, Veil-Piercing Claims

Represented private investor in fraudulent transfer and corporate veil-piercing claims in the Northern District of Illinois.

$50 Million+ Corporate Debt Restructuring

Advised a client in a corporate debt restructuring of more than $50 million that allowed it to part ways with the family of its deceased founder. The restructuring included a comprehensive court-approved settlement agreement involving the payoff of several debt obligations, the release of the related security agreement, the purchase and extinguishment of a warrant to purchase over 500,000 shares of common stock of the client’s holding corporation, and the release of rights under multiple purchase agreements, including a stock purchase agreement. The negotiated settlement agreement price included approximately $17 million of debt forgiveness to the client’s benefit. Also represented the client in a $2 million revolving loan and a $44 million term loan, handled employment agreements for the CEO and CFO, negotiated landlord consents on client leases in dozens of locations, and provided assurances to the lender on the client’s employee stock ownership plan.

$155 Million Sale of Distributor of Manufacturing Parts and Tools

Represented the seller in the equity sale of a distributor of manufacturing parts and tools to a private equity firm.

$45 Million Sale of Technology Company

Represented the seller in the equity sale of an IT solutions provider to a private equity firm.

Sale of Insurance Agency

Represented the seller in the equity sale of an insurance agency to a major insurance company.

Acquisition in the Refined Fuels Industry

Represented a publicly traded Fortune 500 company in its acquisition of assets of a refined fuels and propane business.

Sale of Telecommunications Company

Represented the seller in the equity sale of a company that markets and sells telecommunications, software, and professional services in its sale to a technology advisory firm.

Sale of Art Studio

Represented the seller in the equity sale of an art studio.

Acquisition of Construction Company’s Assets

Represented the purchaser of assets in the construction industry.

Multiple Series Seed Investments

Assisted venture capital fund in multiple Series Seed investments.

Multiple Telecom Acquisitions

Assisted telecommunications company in multiple acquisitions. Company was able to expand its national reach through such acquisitions.

Series D Offering for Health Care Company

Assisted health care company in its Series D offering, raising more than $50 million.

Series B Offering for Health Care Company

Assisted health care company in its Series B offering, raising more than $20 million.

$55 Million Sale of Advertising Company

$55 million sale of advertising company to public company. The asset sale transaction involved the sale of rights in over 400 locations in four states, the transfer of over 1,000 advertising contracts, and the sale of two commercial buildings. The team helped the client navigate various corporate governance issues and achieve its goal of selling the business.

Assignment of Interests in Limited Partnerships Owning 500+ Tennessee Apartment Units

Assisted multiple general partner entities with the assignment of their interests in approximately 20 limited partnerships that own 500+ multifamily apartments units located in the State of Tennessee. The assignments included seeking approval and consent to the transfers from approximately 100 limited partners.

Multimillion-Dollar Private Offering and Controlling Interest Acquisition in Franchisor

Represented a group of investors in a multimillion-dollar private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition, and conduct of due diligence.

Counsel to Private Equity Fund in $20 Million Equity Acquisition

Acted as counsel to a private equity fund in its $20 million equity acquisition of a company serving various large industrial and aerospace customers. The transaction involved a complicated pre-closing tax-free reorganization, donation of a minority interest in the target company to a donor-advised fund, international distribution issues, and a representations and warranties insurance policy. Helped client achieve its goal of closing and deploying allocated capital at year-end on an expedited basis.

$35 Million+ Strategic Fulfillment/Transportation Contract

Served as outside counsel responsible for $35 million+ long-term strategic fulfillment/transportation contract for international retailer.

Acquisition of Franchise Restaurants

Represented a private investment firm in its acquisition of franchise restaurant outlets across multiple states. Handled the acquisition agreement and other operative documents, due diligence, franchise documentation and licensing.

Assignment of Interests in Limited Partnerships Owning 700+ Kansas Apartment Units

Assisted multiple general partner entities with the assignment of their interests in 38 limited partnerships that own approximately 700 multifamily apartment units located in the State of Kansas. The assignments included seeking approval and consent to the transfers from approximately 100 limited partners, the Kansas Housing Resources Corporation, the U.S. Department of Housing and Urban Development, and the U.S. Department of Agriculture - Rural Development.

Series B Offering for Retail Food Client

Assisted retail food manufacturer in its Series B offering, raising more than $3 million. Company was able to fund its continued development.

Data Privacy Compliance for Multinational Manufacturer

Represented multinational manufacturer in undertaking compliance with GDPR, including update of privacy policies, negotiation of data privacy addenda, and development of an international data transfer mechanism.

$35 Million Recapitalization with Private Equity Sponsor Funding

Advised client on a recapitalization of a revenue cycle management company with funds from a private equity sponsor. The funds came in as equity, senior debt and subordinated debt with portions paid at closing as well as through a possible earn-out. The transaction required a simultaneous buyout of an affiliated joint venture and the execution of complicated software licensing and development agreements between the affiliate and the target company, which was to be controlled by the private equity sponsor post-closing.

$1.6 Billion Debt Refinancing

Represented client, a supplier of goods and services to state and federal governments, in connection with a $1.6 billion debt refinancing.

Home Health/Hospice Joint Venture

Represented client in the formation of a joint venture with a home health and hospice care provider. As part of the agreement, the client transferred its home hospice business in exchange for an ownership and governance interest in the venture partner. The arrangement involves services in five market areas across Missouri, Arkansas and Kansas.

$137.25 Million Asset Sale for Independent Insurance Broker

Represented a large independent insurance broker in the sale of assets in exchange for cash and equity consideration valued at up to $137.25 million.

Representations in Actions Seeking Access to Company’s Records

Represented companies defending, and shareholders and members prosecuting, actions seeking access to a company’s books and records pursuant to Section 220 of the Delaware General Corporation Law and Section 18-305 of the Delaware LLC Act.