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.
$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.
$110 Million Insurance Brokerage Acquisition
Represented acquired person in $110 million acquisition in the insurance broker industry.
$81 Million Plastics Industry Acquisition
Represented the acquiring company in an $81 million acquisition in the plastics industry.
$80 Million Financing
Represented closely held business operating in the gaming industry with respect to an $80 million credit facility established to fund major improvements.
$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.
Multimillion-Dollar Sale of Family Pharmacy
Represented a family pharmacy that specialized in compounding, human fertility drugs and hormone replacement therapy. The buyer's tax structure required us to complete a tax-free reorganization of the client's business prior to closing. The transaction also involved complicated tax and dividend issues regarding the majority shareholder's redemption of shares in the holding company that owned the pharmacy prior to closing.
International Divestiture for Diversified Private Client
Represented diversified private company in a multimillion-dollar divestiture of its travel gear distribution business. This transaction involved lengthy negotiations with an overseas buyer and allowed our client to achieve its goal of exiting the travel gear business to further focus on its unrelated core business.
$850 Million Pet Food Industry Reorganization
Represented acquiring and acquired persons in an $850 million reorganization in the pet food industry.
Multimillion-Dollar Deal in Client’s First International Expansion
Represented a client that heat treats metal parts for general manufacturers, including those in the automotive and aircraft industries, in its first international expansion. The deal included providing assistance with a long term supply arrangement with an European equipment manufacturer as well as a long-term facility lease and construction agreements; retaining local counsel in Mexico; setting up foreign subsidiaries and adding a new U.S. subsidiary; as well as handling associated intellectual property, real estate and tax issues.
$111 Million Construction Industry Acquisition
Represented acquired persons in a $111 million acquisition in the construction industry involving industrial building, pipelines, and power and communication lines.
$300,000 Million Financing
Represented closely held business in structuring its credit arrangements through a credit facility with a consortium of U.S. financial institutions and handled the private placement of debt securities with an international insurance company and its affiliates.
East Coast Family Office Representation
Represented an East Coast family office operation in numerous investment-related matters, including investment in a nationwide consumer products enterprise; co-investment in a casual dining operation with locations throughout the Southwest; and and development of family office ownership and management structure.
Multibillion-Dollar Restructuring
Led a team in the complete internal ownership restructuring of seven related enterprises which manufacture and distribute retail products throughout the U.S. having an enterprise value of $3+ billion. Project included compliance with securities laws, three pre-merger filings with the Federal Trade Commission, 11 merger filings in four states, and complete restatements of organizational documents (articles of incorporation, bylaws and shareholders' agreement).
$300 Million Health Care Finance Acquisition
Represented a company in the health care finance industry acquired in a $300 million transaction.
$90 Million Plastics Industry Acquisition
Represented acquiring person in a $90 million acquisition in the electrical and electronic fabricated plastics industry.
$300 Million Medical Device Industry Acquisition
Represented a public company in the medical device industry acquired in a $300 million transaction.
$150 Million Consumer Food and Beverage Industry Acquisition
Represented acquired person in $150 million acquisition in the consumer food and beverage industry.
$300 Million Divestiture of Financial Services Company
Represented a private equity fund in a nearly $300 million divestiture of a financial services company specializing in the health care industry. This transaction involved lengthy negotiations with an NYSE-listed buyer expanding in the market, and allowed the fund to exceed is required rate of return on its investment.
Acquisitions in Health Care Field for Private Equity Fund
Represented a private equity fund in nine acquisitions of health care accounts receivables management and Medicaid eligibility companies with locations nationwide. These acquisitions involved related credit facility negotiations. As a result of these acquisitions, the private equity fund was able to achieve its roll-up strategy in the industry.
