Industries & Practices
$15 million subscription line of credit
Assisted a client as lender’s counsel for a $15 million subscription line of credit for a private equity fund used to leverage the capital contributions of the fund's limited partners.
Project financing and business acquisition
Represented a client in the $15 million acquisition of manufacturing business and related capital-raise issues and project financing. In addition to acquisition matters, representation included formation of joint venture and private placement, negotiation of entity documents, and counsel on project financing with senior lender.
Multi-state marina sale
Represent client in $80 million sale of five marina properties in multiple states, including advising on tax structuring, real estate, corporate and environmental issues.
Complex multi-bank syndication transaction
Represented an administrative agent in a $150 million syndication transaction involving an acquisition line of credit and term credit facilities for a borrower in high-growth mode and sponsored by a global private equity firm.
Growth stage company structuring
Counseled a growth-stage company in the merger of a legacy S corporation into a newly-formed C corporation with Code Section 1202 Stock attributes. The transaction also involved a private offering of securities to a limited number of accredited investors and structuring acquisitions of technology companies in “roll-up” of target businesses in asset transactions in various states with a related party management services corporation affiliated with the same.
Tax-free reorganization of farm property
Advised a client in the separation of several hundred acres of farm property into two separate corporations owned by siblings in a Code Section 351 tax-free reorganization transaction. In a similar transaction, our team counseled a manufacturing client in a tax-free “split up” of separate lines of business in the manufacturing company under Code Section 368 tax-free reorganization rules.
Profits interest plan structuring
Counseled a $50 million business services company in the reorganization of a legacy S corporation into an LLC, taxed as a partnership to facilitate the infusion of venture capital with a profits interest plan and award agreements for the key service providers. Our team also assisted the client with converting legacy stock option awards into profits interest
s with layered performance-based incentive agreements taxed as compensation.
Executive compensation arrangements
Structured an equity incentive plan and award agreements for executives and key employees of a growth stage company. The transaction involved a stock option plan, a restricted stock plan and phantom stock components.
Complex warehousing and distribution agreements
Counseled a national warehousing and logistics company in the reorganization and replacement of three national warehousing and logistics arrangements with a purchaser of assets of key customers who sought Chapter 7 Bankruptcy relief. In a similar transaction, our team counseled a national warehousing and logistics company in the replacement of a sublease with a large real estate investment trust and renegotiation of warehousing customer accounts when lessor of major distribution center facility sought Chapter 7 Bankruptcy relief.
Resolving business/family disputes
Led guidance of continuing shareholder in resolution of minority shareholder dispute among family members in a multi-million dollar leveraged buy-out of interests. In a similar transaction, our team represented a minority shareholder in the sale of stock in a contested control share acquisition by remaining family members, resulting in amicable resolution of claims for all parties.
Complex partnership merger
Structured, documented and lead a $40 million reorganization transaction for an investor client involving a tax-neutral exchange of partnership interest in a multi
-location hospitality venture, with cash-out payments to the operator and managers.
Corporate employment reorganization
Implemented a corporate reorganization for a privately owned retailer operating in numerous states. This involved merging approximately 13 corporations out of existence and establishing one consolidated entity to employ all Ohio employees. Work was completed in five business days due to the impending close of the client’s fiscal year.