Experience
Search Fund Formation, Structuring and Acquisitions of Early Childhood Centers; Credit Facility
Represented search fund in formation, structure and acquisition of early childhood centers throughout the United States. Representation has continued with the acquisition of 25 school locations and associated real estate throughout 2023 with a total value in excess of $38 million, as well as the closing of a $37 million credit facility.
Self-Funded Acquisitions of Drive-in Fast-Food Franchises; Franchise Agreements; Leased Real Estate; Financing
Represented self-funded searcher in multiple acquisitions, franchise agreements and leases of drive-in fast-food franchises in the Southeastern and Southwestern United States. Handled negotiation of multiple credit facilities for the acquisitions.
$145.9 Million Sale of Office Building, Land
Represented the seller in the sale of a 1 million-plus-square-foot Class A office building in downtown St. Louis, Missouri, in a unique separate sale of the fee ($25.9 million) and the leasehold estate ($120 million).
Acquisition of Online Apparel Ecommerce Business, Related IP Assets
Represented an investment firm client in the acquisition at auction of an online specialty retailer’s ecommerce business and related intellectual property assets, including trademarks and domain names, as well as merchandise and other assets. Transaction included negotiating asset purchase agreement, participating in bankruptcy negotiations, review of IP contracts, negotiating of loan document, conducting diligence of IP, as well as transition agreement for continued operation of ecommerce websites and onboarding of IP portfolio.
Lender Representation in $5-100 Million Real Estate Development and Construction Loans
Represented lenders in real estate development and construction loans ranging from $5 million to $100 million for multiple residential development projects. Responsible for drafting and negotiating loan documents and coordinating closings.
Development and Construction Loans for Townhouse, Condo Developments
Represent commercial real estate developer in development and construction loans for six townhouse and condominium developments. Responsible for review and negotiation of loan documents, including mortgages, and drafting and negotiation of legal opinions.
Representation in Commercial Property Acquisitions
Represent multiple private companies in acquisition of commercial properties. Responsible for review and negotiation of acquisition documents.
Pro Bono Representation in Real Estate Acquisitions, Divestitures and Lease Negotiations
Represented multiple nonprofit organizations in pro bono real estate acquisitions, divestitures and lease negotiations. Responsible for review and negotiation of applicable transaction documents.
Obtained $12 Million Secured Asset-Based Credit Facility for Nutritional Supplement Company
Represented private nutritional supplement company in obtaining $12 million secured asset-based credit facility. Responsible for negotiating term sheet and all financing documents, including drafting and negotiating legal opinion.
Lender Representation in Revolving and Term Loan Credit Facility Matters
Represented lenders in multiple middle-market, senior-secured revolving and term loan credit facilities ranging from $5 million to $100 million. Responsible for drafting and negotiating loan documents, supervising associates in drafting ancillary documents, negotiating legal opinions and managing closings.
$70 Million Financing for Equity Acquisition
Represented a public company in $70 million financing for the acquisition of all of the equity of a carpet cleaning business and related post-closing roll-up mergers. Responsible for documentation and completion of multistate roll-up mergers, management of due diligence process, including review of financing documents.
$133 Million Secured Acquisition Financing
Represented a private company in $133 million secured acquisition financing, including first lien revolving credit facility and second and third lien term loan facilities, each secured by all assets of the target company’s landfill and related operations. Responsible for review and negotiation of loan documents and drafting and negotiation of legal opinions.
Representation of Venture Capital Client in Going Private Merger/Leveraged Buyout
Represented a venture capital client in a going private merger/leveraged buyout of a medical device manufacturer financed by a $36 million senior secured credit facility, $12 million mezzanine loan and $12 million equity raise. Responsible for negotiation of senior secured credit facility and mezzanine loan documents, including drafting and negotiation of legal opinions.
$200 Million Acquisition of Movie Theater Chain
Represented a public company in $200 million acquisition of movie theater chain and related secured financings. Responsible for review and negotiation of secured financing, managing due diligence process, and coordinating pre-closing asset transfers.
$250 Million Sale of Subprime Mortgage Bank to Venture Capital Client
Represented a venture capital client in $250 million sale of subprime mortgage bank. Responsible for due diligence review, preparation and negotiation of disclosure schedules, and managing closings.
Acquisition of Multiple Real Estate Brokerages, Mortgage Companies
Represented a public company in acquisition of five real estate brokerages and three mortgage companies. Responsible for drafting and negotiation of transaction documents.
$70 Million Sale of Specialty Food Ingredient Manufacturer
Represented a venture capital client in $70 million sale of manufacturer of specialty food ingredients. Responsible for review and negotiation of transaction documents, due diligence review and disclosure schedule preparation.
Representation of Private Companies in Acquisitions, Divestitures
Represent private companies in the acquisition and divesture of assets of multiple debtors-in-possession in various industries. Responsible for drafting and negotiating transaction documents.
Divestiture of Multiple Special Purpose Subsidiaries
Represented a private company in divestiture of multiple special purpose subsidiaries engaged in the ownership and management of vacation properties and related lease to purchase agreements. Responsible for drafting and negotiating transaction documents.
$6.5 Million Acquisition Out of Bankruptcy
Represented a public company in $6.5 million acquisition of tire monofill out of bankruptcy and related financings. Responsible for drafting and negotiation of all transaction documents, including acquisition documents and substitute collateral documents in connection with purchase and credit bidding of target’s existing loans, and coordination of closing.
Representation of Native American-Owner Business in Agreement Negotiations
Pro bono representation of a Native American-owned business in the negotiation of distribution, manufacturing and supply agreements for natural food products.
Drafted, Documented Bills of Sale for Restaurant Company Client
Represented restaurant company in drafting bills of sale for the purchase of recipes from employees and a license agreement for trademarks and other proprietary information.
Representation of Bank in Commercial Real Estate Financings
Represented banks in multiple commercial real estate financings ranging from $5 million to $20 million.
$25 Million Cash Collateralized Senior Credit Facility
Represented a commercial lender in a $25 million cash collateralized senior credit facility to a heavy construction contractor.
Representation of Agent in $69 Million Secured Syndicated Asset-Based Credit Facility
Represented the agent in a $69 million secured syndicated asset-based credit facility to a premier provider of high quality custom manufactured stainless steel equipment.
$12 Million Secured Revolving Credit Facility
Represented a commercial lender in a $12 million secured revolving credit facility to an ethanol supply and trade company.
$30 Million Secured Revolving Credit Facility
Represented a commercial lender in a $30 million secured revolving credit facility to an oil and gas production company.
$47 Million Secured Revolving and Term Loan Credit Facility
Represented a commercial lender in a $47 million secured revolving and term loan credit facility to a poultry producing and processing company.
$16 Million Secured Revolving and Term Loan Credit Facility
Represented a commercial lender in a $16 million secured revolving and term loan credit facility to a specialty seed product production and manufacturing company.
