Our attorneys have counseled clients on acquisitions, mergers, sales and debt and equity financings involving various businesses and industries. We have successfully structured complex business and financial transactions and ventures involving supply contracts, licenses and R&D agreements.
Mergers and Acquisitions
We counsel clients on stock or asset acquisitions, mergers, joint ventures and the sale and financing of these ventures. These transactions have involved U.S. companies located in numerous states as well as companies located abroad, including Britain, France, Spain, Puerto Rico and China.
Samples of transactions have included:
- $810,000 asset acquisition of timber log building company
- $1,020,000 asset acquisition of extrusion equipment company with earn out
- $20,000,000 acquisition of an off-track betting system, including tangible and intangible assets, from a state authority
- $5,300,000 asset acquisition of propane distribution company
- $12,000,000 leveraged stock redemption with proxy statement
- $55,000,000 cash out merger of electronics company into affiliate of Fortune 500 company
- $5.3 million asset purchase propane sales and distribution company
- Merger of regional YMCAs
- $3 million asset acquisition of extrusion company
- $2.75 million asset sale of billing and collection company
- $7 million asset sale laboratory research company
- $45 million membership interest purchase of thermoforming equipment manufacturer
- $8 million asset acquisition of Taiwan-based thermoforming equipment distributor
- $12 million sale of membership interests in Company holding license to operate lottery in Central America
Members of our Firm have extensive experience in the private placement and public offering of common and preferred stock, debentures, limited partnership and limited liability company interests and other financing instruments. We have assisted clients in private offerings under Regulation D and offshore offerings under Regulation S, ranging from syndicated offerings of equity interests in hotels to technology and manufacturing companies.
We also have represented publicly traded entities with respect to the registration of publicly offered securities. We have taken a company public by way of a reverse merger and listing on the American Stock Exchange and a secondary public offering registered with the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933.
We provide counsel on general securities matters, including redemptions, repurchases, buyouts, rights of first refusal, restricted stock, options and warrants. We also assist clients with investor public relations and the preparation of annual reports, proxy statements for annual meetings, and other matters.
Sample transactions have included:
- Private placement of $635,000 Convertible Preferred Stock for R&D start-up sterilization technology
- Private placement of $1,700,000 Series A and Series B Convertible Preferred Stock in B2B distribution company
- Private placement of $1,800,000 limited liability company interested (and $3.88 million mortgage financing) for acquisition of $4,500,000 boutique shopping center
- Private placement of $3,000,000 limited liability company interests for acquisition and development of a vintage farm event center
- Private placement of $1,500,000 limited liability company interests (and $2/8 million mortgage) for purchase of 35,000 square foot office building
- $2,000,000 Regulation D private placement of membership interest in startup recycling company to process oil and gas fracking wastewater.