Represented owner of a company engaged in the production and installation of large format, architectural, and environmental graphics in its sale to a leveraged private equity group roll up. Transaction complexities included the (a) “drop down” of the assets of three separate businesses into a Delaware limited liability company, which was then acquired by the buyer, (b) negotiation of a subordinated promissory note with sophisticated senior and mezzanine lenders, (c) negotiation of owner employment agreement, and (d) complex working capital and earnings adjustments (both of which proved to be $0). ISRA de minimis quantity exemption.

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Represented a purchaser of leading supplier of traffic control products, traffic solutions and emergency and response maintenance.  In addition to asset purchase documentation, included negotiation of highly leveraged SBA loan, subordinated seller notes, employment agreements, and commercial lease. 

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Represented owner of an IT management and consulting services business in its sale to private equity group for cash, a subordinated note and equity in the parent holding company.  In addition, the transaction included negotiating (a) the termination of the seller’s franchise agreement with its franchisor, (b) multi-year employment agreement and (c) a limited liability company agreement with multiple classes of equity rights, transfer restrictions, tag/drag along rights, and other buy-sell provisions.

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Represented the owner of metal service provider and recycler in asset sale to private equity company for cash and subordinated note.   Included negotiation of subordination agreements with sophisticated senior and mezzanine lenders.

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Represented the owners of business engaged in the business of manufacturing printed materials, including cash, subordinated note, subordination agreements (SBA Loan), commercial lease, and note guaranty.

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Represented the owners of different accounting practices in sales of their practices to other accounting firms, including cash, earn outs, and consulting agreements.

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Represented a dental practice in acquisition of competitor’s practice, including all aspects of related SBA senior financing and negotiation of commercial lease with purchase options.

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Representative transactions at MedQuist included:

• Sale of over 60% of the outstanding capital stock of MedQuist to Philips Electronics in tender offer valued at over $1.1 billion. 
• Purchase of largest competitor in stock-for-stock pooling of interest valued at over $250 million.
• Purchase of large competitor through 363 bankruptcy auction for $25 million cash.
• Purchase of assets of company in a highly leveraged transaction including secured senior debt (Chemical Bank), mezzanine debt (Heller Equity Capital), warrants, re-financing of all outstanding debt, and earn out to sellers.
• Tender offer for all of the issued and outstanding shares of a public company in a tax free stock swap.  
• In excess of 65 other acquisitions, divestitures and financings of all types in the US, Canada, and UK, including, for example:
  • cash deals for assets or stock
  • earn outs
  • leveraged buy outs
  • reverse and triangular mergers
  • poolings of interest (both asset and stock deals)  
  • stock swaps etc.
• Filing of several registration statements on Form S-3 and Form S-1 with the SEC including, for example, a $170 million offering of over 5.1 million shares by Goldman Sachs and an S-1 for 2.2 million shares (6,600,000 million shares after subsequent splits) by Robertson, Stephens & Company as lead underwriters.
• Multiple senior, mezzanine, and seller debt financings both secured and unsecured.