Experience

$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.

$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.

Representation of Employee Benefits Consultant in Misrepresentation, Fraud Case

Defended multimillion-dollar claims against employee benefits consultant for negligent misrepresentation and fraud.

Employee Benefits Compliance Counsel to Fortune 500 Company

Provided day-to-day employee benefits compliance counseling for a Fortune 500 food production company and assisted with the employee benefits aspects of its numerous acquisitions and divestitures.

ERISA Counsel on $400 Million Acquisition

Counseled a private equity client on the ERISA aspects of a $400 million acquisition of a top supply chain network.

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.

Advised Client on ERISA Aspects of $500 Million Recapitalization

Successfully navigated many controlled and affiliated service group issues during his advisement for a client on ERISA aspects of the $500 million recapitalization of a top, private provider of anatomic pathology and clinic lab services.

Summary Judgment in $850,000 Employment Contract Dispute

Obtained summary judgment in Missouri state court on behalf of an employer in the health care and life sciences field. A former employee had sought over $850,000 in alleged unpaid bonuses.

Counsel to Chapter 11 Energy Client on Benefits Liabilities

Advised an energy client during their Chapter 11 bankruptcy proceedings on how to limit retirement, health and welfare, and executive compensation liabilities.