Represented the Buyer in the purchase from Sellers of (i) all of the membership interests (other than the rollover membership interests) in an investment bank and advisory business (the “Company”), and (ii) all of the membership interests held Sellers in a majority owned subsidiary of the Company (the “Transaction”). Concurrently with the execution of the Purchase Agreement, and in connection with the Transaction, Buyer, Sellers and, a newly formed Delaware limited liability company (“Management Aggregator”) entered into that certain Rollover Contribution Agreement, pursuant to which each Seller contributed to Management Aggregator a portion of the membership interests in the Company in exchange for the issuance by Management Aggregator to each Seller of units in Management Aggregator. Following the Closing, Sellers may be entitled to receive an earnout, based on an Adjusted EBITDA calculation, of up to $20,400,000 in the aggregate, for a total enterprise value of $88,400,000.
Represented an industry-leading provider of valuation, field exam, liquidation, and real estate services in the acquisition of a field examination company serving the asset-based lending examination outsourcing needs of middle-market commercial lenders.
Represented a U.S. based leader in music branding and in-store audio advertising in connection with the sale of its business to an industry leader in music and video content distribution, business services, and advertising solutions.
Represented the seller of two companies engaged in the business of owning and operating Class A recycling centers in connection with (i) the sale all of the equity in both companies to a strategic acquiror, and (ii) the purchase by one of the companies of real property used in connection with the business and the subsequent assignment of such company’s rights under the real property purchase and sale agreement to the strategic acquiror of the equity of both companies. The closings of both the equity sale and the real property sale occurred simultaneously and were subject to and conditioned upon one another and were for an aggregate of approximately $130,000,000.
Represented the buyer of a New York-based aviation business in a combination asset and stock purchase among numerous buyer and seller entities. The transaction included both equity and debt financing, which debt financing included both a term loan and revolving line of credit, in each case secured by aircraft and other collateral. Later represented the company in a refinancing of its credit facilities with a new creditor, which refinancing included a term loan, a delayed draw term loan and a revolving line of credit, again in each case secured by aircraft among other collateral. The refinancing included a related equity restructuring.
Represented a Hong Kong based NASDAQ listed health sciences company, and its affiliates in the acquisition of all of the outstanding equity interests of a sports and nutrition drink manufacturer.
Represented the equity holders of a full-service, design-centric agency and commercialization platform focused on the healthcare sector, in connection with the sale of the company to a middle-market private equity investment firm for approximately $225,000,000. The transaction was structured as a sale of membership interest and included a rollover equity component.
Represented a leading manufacturer, distributor, and importer of towels, sheets, linens, laundry detergents, and washer extractors and driers, in connection with the sale of the company. The transaction was structured as an asset sale and included a rollover equity component.
Represented a consultancy company with offices in the U.S. and India, and focuses on enterprise integration, in connection with the sale of all of the outstanding stock of the company to a Big Four accounting firm.
Represented the largest weekly open-air food market in the country, in connection with the sale of a majority equity stake.
Represented the stockholders in the sale of 100% of the equity in a construction general contracting and consulting company.
Represented hospitality software startup in venture capital financing at $45MM post money valuation.
Represented a client company in a business combination involving competitors in the fields of email hygiene/validation, appending, identity matching, and data licensing. The business combination involved an F Reorganization and tax-deferred rollover.
Represented a client in the acquisition of the assets of an affiliated group of companies engaged in providing fisheries vessel monitoring systems, services, and products, including hardware, software, data telemetry and management, and related applications.
Represented a client in the sale of all of the issued and outstanding membership interests of a business specializing in state-of-the-art custom cable manufacturing, fabricating all types of copper and fiber optic assemblies. The transaction involved an F Reorganization and tax-deferred rollover.
Sale of all of the shares of a privately held software development company for cash and an earnout to a leading provider of global software outsourcing services. In connection with and prior to the closing, the seller and the company entered into a reorganization through a contribution of the stock of the company such that the company became a wholly-owned subsidiary of the seller.
Represented the principals of a laser welding, sealing and cutting company in the sale and contribution of all of the issued and outstanding membership interest in the company to a private equity purchaser for cash, a promissory note, equity and rollover tax deferred equity.
Representation of an international financial technology company in, among other transactions, the following:
- Acquisition of the shares of a financial technology solution company with international offices in the U.S., UK, Singapore and Hong Kong for cash and units of a Cayman holding company issued to certain sellers. Immediately prior to the acquisition, the target company redeemed certain preferred shares held by various individuals;
- Acquisition of substantially all of the assets of a financial technology and data solution company, as well as the subsequent disposition of the resultant financial data business division in a sale of assets for cash and preferred equity in a related roll-up by a third party purchase;
- Acquisition of (i) the assets of a division of a UK public company and certain of its affiliates, and (ii) the equity of two subsidiaries of the UK public company. The target companies had operations in the U.S., UK, France, Japan and South Africa;
- Acquisition of all of the issued and outstanding stock of a target financial technology company; and
- Contribution by a target company of certain assets and liabilities to a newly formed Delaware limited liability company and the subsequent acquisition of the membership interests of the Delaware limited liability company.
Represented the operating members and majority owners of a real estate technology and information company in, among other transactions, the following:
- The sale of a majority of the membership interest in the company to a private equity fund and in the subsequent negotiation and execution of an amended operating agreement pursuant to which the selling members possessed certain redemption rights; and
- Recapitalization of the company pursuant to which the individual members took a majority position in the company from the private equity investor.
Represented the members of a pharmaceutical marketing, promotion and consulting company in the sale of all of the membership interest of their company to the private equity arm of a public pharmaceutical company, including a tax deferred rollover into a management aggregator vehicle.
Represented a healthcare technology company in the formation and initial and second round of equity financing by two different private equity funds.
Represented an entertainment business management and tax consultation and preparation firm in the sale of its business to a top 100 US accounting firm pursuant to a Contribution and Practice Assumption Agreement.
Represented a private equity fund in the acquisition of the assets of a distressed clothing brand and catalog company based in Florida and in the provision of transition services by the target post-closing.
Represented a private equity fund in the acquisition of the assets of a distressed tool and parts wholesaler based in New York and in the provision of transition services by the target post-closing.
Represented a textile and brand company in the acquisition of the assets of another textile and brand company and the assumption of the target’s factoring relationship.
