Steven J. Foristal,

Partner

Represented an electric company in its $33.5 million sale to a private equity fund, with a pre-closing reorganization and rollover equity structure.

Represented a household products manufacturer in the $21 million stock acquisition of Massachusetts-based jewelry cleaning products equipment supplier.

Represented a Utah-based garage door sale and service business in its $12 million equity acquisition of a Pennsylvania-based garage door sale and service business.

Representation of a food manufacturing company in its $100 million sale to a private equity fund, involving a pre-closing tax reorganization and rollover equity.

Represented a micro private equity fund in the acquisition of a national franchisor of early childhood centers. Ongoing involvement with the company includes corporate formation, business acquisitions, real estate acquisitions and real estate development.

Represented the buyer, an engineering consulting firm and leading provider of prefabricated and preassembled systems, in its $7.5 million acquisition of a company primarily engaged in the design, fabrication, installation, calibration and supply of production equipment and services in the oil and gas industry. The acquisition enabled the client to expand its service offerings and bring certain services in-house.

Represented privately held company in $20 million equity purchase of an industrial chemicals company.

Represented privately held company in $290 million managed equity sale of contract packager to international strategic purchaser, including rollover investment.

Advised client on a recapitalization of a revenue cycle management company with funds from a private equity sponsor. The funds came in as equity, senior debt and subordinated debt with portions paid at closing as well as through a possible earn-out. The transaction required a simultaneous buyout of an affiliated joint venture and the execution of complicated software licensing and development agreements between the affiliate and the target company, which was to be controlled by the private equity sponsor post-closing.

Represented a group of investors in a multimillion-dollar private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition, and conduct of due diligence.

Managed due diligence and drafted private placement memoranda and related offering documents to facilitate our clients’ efforts to raise capital to fund the medical marijuana application process and business build out, while mitigating the risk of future securities fraud claims by investors.

$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.

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.

Counsel to buyer in the acquisition of an electrical contracting firm, largely owned by an ESOP and subject to a multi-employer pension plan. Combination with mechanical contracting business of the buyer resulted in a combined business with approximately $100 million in annual revenues.