Michael W. Alvano

(402) 231-8723
Partner
(402) 346-1148 Fax
Michael.Alvano@KutakRock.com

Mr. Alvano has represented public and private companies on issues related to general governance, securities and regulatory matters. He has extensive experience representing buyers and sellers, both public and private, in mergers, acquisitions and divestitures as well as focusing significant attention on recapitalizations, restructurings, joint ventures, private equity and debt offerings. In addition, Mr. Alvano has served as borrower’s counsel for many syndicated and unsyndicated credit facilities and other financing arrangements. He regularly advises clients on general corporate, partnership and limited liability company matters, including contract negotiations, disclosure requirements, employee relations and advising directors, officers and/or managers regarding their fiduciary duties. In connection with the general representation of his clients, Mr. Alvano has devoted significant time to assisting them in structuring and negotiating their commercial and operational agreements.

Mr. Alvano has represented clients in a wide variety of industries, including banking, financing, insurance, mailing, agribusiness, manufacturing, information technology, real estate, biotech and retail businesses, and in all stages of development ranging from start-ups to emerging and established businesses. Mr. Alvano has served as a member of the firm’s audit letter committee for several years.

  • Serving as buyer’s and seller’s counsel in numerous merger, asset purchase and stock purchase transactions involving both privately held and publicly traded companies.
  • Serving as issuer’s counsel in various private equity and debt securities offerings.
  • Serving as borrower’s counsel for syndicated and unsyndicated credit facilities and other financing arrangements.
  • Assisting clients in refinancings and recapitalizations, including leveraged dividend recapitalizations.
  • Serving as counsel for syndicators and sponsors of Section 1031 real estate transactions with respect to financing and the issuance of securities and real estate interests.
  • Representing clients in connection with spin-offs, joint ventures and investments in other entities.
  • Advising and assisting clients in connection with corporate restructurings or reorganizations.
  • Assisting clients with filings under the Securities Exchange Act of 1934.
  • In addition to definitive agreements, negotiating and drafting shareholders’ agreements, buy-sell agreements, transition services agreements, executive employment agreements and noncompetition agreements in connection with M&A, joint venture and equity investment representations.

Representative transactions include:

Mergers & Acquisitions

  • Representing private company seller in $445,000,000 sale of 100% of its capital stock to public company buyer.
  • Representing private company seller in $295,000,000 spin-off, joint venture and eventual sale of major servicing division to public company buyer.
  • Representing public company seller in $155,000,000 sale of 100% of the capital stock of a wholly owned subsidiary to public company buyer.
  • Representing private company target in $130,000,000 merger with wholly owned subsidiary of public company.
  • Representing public company and its wholly owned subsidiary in numerous strategic acquisitions of substantially all of the assets of private companies, ranging from $500,000 to $50,000,000.
  • Representing private company buyer in $13,000,000 acquisition of substantially all of the assets of wholly owned subsidiary of public company seller.

Equity Investments and Securities Issuances

  • Representing syndicator/sponsor of 1031 exchange transactions in connection with financing and sale of real estate and equity interests totaling approximately $900,000,000.
  • Representing $107,000,000 OPIC-insured private investment fund formed to make venture capital investments in agribusiness industry in the former Soviet Union.
  • Representing private investment fund in $143,000,000 sale of 100% of its portfolio company interests to publicly traded Russian company.
  • Representing private investment fund in $37,000,000 sale of 100% of its portfolio company interests to Belgian subsidiary of French holding company.
  • Representing private investment firm in $11,500,000 acquisition of minority interest in private company from another private investment firm.
  • Representing various private companies in connection with issuances of preferred stock, warrants, trust preferred securities, and/or convertible notes to private investment funds.

Credit Facilities

  • Representing private company borrower in connection with the negotiation and multiple refinancings of a $292,000,000 syndicated, secured term loan and revolving credit facility (with swing line and letter of credit sublimits).
  • Representing private company borrower in connection with multiple amendments to $200,000,000 syndicated revolving credit facility and eventual restructure into term facility.
  • Representing private company borrower in connection with $45,000,000 syndicated, secured term loan and revolving credit facility (with swing line and letter of credit sublimits) for financing construction expansion projects.

Corporate Restructuring

  • Representing private company in connection with $100,000,000 leveraged dividend recapitalization.
  • Representing wholly owned subsidiary of public company in corporate restructuring involving series of roll-up mergers among subsidiaries in multiple jurisdictions.
  • Representing public company in corporate restructuring involving multiple mergers and dissolutions of its subsidiaries in multiple jurisdictions.
  • Representing national bank holding company in corporate restructuring involving series of mergers of subsidiary banking holding companies and national banks.