Experience
Formation and Acquisition of Cleanroom Certification Companies; Incentive Plan
Represented the acquirer of cleanroom certification companies through formation and corporate structuring, acquisition of an initial target company and two subsequent add-on acquisitions throughout 2023 having a total value of approximately $10 million, as well as the adoption of an equity incentive plan.
Sale of Cybersecurity Learning Platform
Advised the client, a leading cybersecurity training platform, in its sale to an audit, cybersecurity and information technology training company, which is backed by a private equity firm. The consideration included both cash and rollover equity in the acquiring entity’s parent.
$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.
$65 Million Sale of Specialty Home Furnishings Business
Represented the seller, a manufacturer of specialty home furnishings, in its acquisition by a leading brand aggregator in numerous different consumer products spaces. The sale, for $65 million in cash and equity, represented the buyer’s first acquisition in the home furnishings space. We also provided counsel on employment, employee benefits, tax, patent, and intellectual property aspects of the transaction.
$108 Million Acquisition of Bank Holding Company
Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.
Bolt-On Acquisition for Private Equity Firm
Represented a private equity firm in its acquisition of a bolt-on mechanical and structural field service/maintenance company, offering major refractory, insulation, boiler and repair capabilities throughout Louisiana and Texas.
$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.
Acquisition of Controlling Interest in Platform Company for Private Equity Firm
Represented a private equity firm in its acquisition of controlling interest in a new platform full-service oilfield chemical company.
Multimillion-Dollar Partial Sale of Closely Held Business
Negotiated the tax component and structuring of a business reorganization and partial sale, helping the client to minimize taxes, shed unwanted assets, and grow the remaining business.
Represented Public Company in IRS Examination
Represented a public company under examination by the IRS for alleged worker misclassification. Assisted with the responses to information requests and in-person meetings, and successfully obtained Section 530 relief.
Favorable IRS Letter Ruling
Obtained a favorable private letter ruling from the IRS for a tax-exempt client to divide the organization’s assets among newly created organizations and varied missions.
