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 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 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 multiple investors in pre-seed investment in an AI technology startup at $10.2MM post money valuation.
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 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 managing general agency specializing in commercial general liability coverage for trade and general contractors, and its affiliates, as borrower in a syndicated loan transaction which included a revolving credit facility, a term loan, and a delayed draw term loan in the aggregate amount of $150MM.
Represented Better Choice Company, Inc., a NYSE American listed company, in an underwritten public offering conducted via a registration statement on Form S-1.
