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.

Serve as Outside Litigation Counsel

Represent defendant employer in an ERISA multiemployer plan contribution collections case in the Eastern District of Missouri. The company was accused of failure to remit approximately $800,000 in contributions owed.

Representation of CEO in Compensation, Wrongful Termination Dispute

Represented former CEO of a major corporation in a dispute involving wrongful termination and compensation including stock options.

Negotiated Executive Employment Agreements

As part of a multimillion-dollar sale of the business, represented and negotiated employment contracts and compensation for executives who sold their successful business and remained on as senior management for the acquiring company.

$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.

Represented Managing Director in Compensation Claim

Represented managing director in a claim for compensation arising out of the sale of a company to a big box retailer for a reported $200 million.

Representation of Employee Benefits Consultant in Misrepresentation, Fraud Case

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

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.

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.