Business Law

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. 

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.

Represent client in $80 million sale of five marina properties in multiple states, including advising on tax structuring, real estate, corporate and environmental issues.

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.

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.

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.

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 interests with layered performance-based incentive agreements taxed as compensation.

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.