• Representing buyers and sellers in numerous asset purchase, stock purchase and merger transactions.
• Serving as borrower’s counsel for syndicated credit facilities.
• Advising clients with respect to corporate organization and structure and assisting clients with the implementation of restructuring plans.
• Assisting clients with recapitalizations, including leveraged dividend recapitalizations and share repurchases.
• Representing clients with respect to equity investments in other entities, including negotiating and drafting shareholders’ agreements and buy-sell agreements in connection therewith.
• Advising boards of directors and committees with respect to corporate governance, fiduciary duties and compliance with regulatory requirements such as the Sarbanes-Oxley Act.
• Representing clients in registered and exempt securities offerings.
• Assisting clients with filings under the Securities Exchange Act of 1934.
• Developing specialized documents and agreements for customers, vendors, creditors, joint ventures and strategic alliances, and developing prototype documents and agreements for use in commercial transactions.
• Negotiating and drafting executive employment agreements and noncompetition agreements.
• Former general counsel to national industrial distribution company.

Mergers and Acquisitions

• Representing private company seller in $445,000,000 sale of 100% of its capital stock to public company buyer.
• Representing private insurance corporation target in $290,000,000 merger with wholly-owned subsidiary of mutual insurance company.
• 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 mutual insurance company in $120,000,000 sale of substantially all of the assets of its group health insurance business to public company buyer.
• Representing public company acquirer in $20,000,000 merger of wholly-owned subsidiary with and into private company target engaged in complementary technology business.
• Representing insurance company in $2,000,000 acquisition of substantially all of the assets of an insurance agency.
• Representing public company buyer in $1,500,000 acquisition of substantially all of the assets of the laboratory product manufacturing and development business of a private company seller.
• Representing national bank in multiple acquisitions and dispositions of credit card portfolios, ranging from $15,000,000 to $300,000,000.
• 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 publicly-traded national retail company in multiple asset and stock acquisitions of technology companies to implement its e-commerce strategy, ranging from $500,000 to $15,000,000.
• Representing private company in multiple strategic asset and stock acquisitions, ranging from $2,000,000 to $8,000,000.

Equity Investments

• Representing public company seller in $39,000,000 sale of minority interest in various investment funds to private investment fund.
• Representing private company seller in $12,500,000 sale of majority interest in newly-formed holding company to private investment fund.
• Representing private investment firm in $11,500,000 acquisition of minority interest in private company from another private investment firm.

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 an $85,000,000 term loan and revolving credit facility.
• Representing private company borrower in connection with a $56,000,000 syndicated, secured term loan and revolving credit facility (with letter of credit sublimits).
• Representing public company borrower in connection with $2,750,000 term loan and $6,500,000 revolving line of credit with convertible notes and warrants, and the subsequent registration of shares to be issued upon conversion of notes and exercise of warrants.

Corporate Restructuring

• Representing private company in connection with $100,000,000 leveraged dividend recapitalization.
• Representing wholly owned subsidiary of public company in restructuring involving eleven mergers in multiple jurisdictions.
• Representing public company in restructuring involving eight mergers and six dissolutions in multiple jurisdictions.
• Representing private company in restructuring involving the transfer of assets and securities held by, and subsequent dissolution of, nine entities.
• Representing bank holding company in spin off of four banks into new, separate bank holding companies.
• Representing corporation and affiliates in repurchase of minority interests following lengthy shareholder dispute, resulting in 100% ownership for majority shareholder.

Securities

• Representing issuer in $200,000,0000 Form S-3 shelf registration and multiple subsequent offering of securities.
• Representing issuer in $4,200,000 sale of securities via PIPE transaction and subsequent Form S-3 registration of such securities.
• Representing private company issuer in private placement of $2,250,000 in preferred stock and warrants.