2025 Construction Law Seminar Course Materials

Contact:

Louann Bronstein
912-238-8838
[email protected]  

Types of corporate transactions in which our firm has particular expertise

The HunterMaclean business transactions attorneys handle a variety of corporate issues for clients throughout Georgia and the United States. Attorneys in this practice area have extensive experience in general corporate representation; formation and organization of business entities; debt and equity capitalization of business entities; commercial transactions; mergers, acquisitions, and other business reorganizations; corporate, tax, and business planning matters for businesses; shareholder rights issues; contract drafting and negotiation; and inbound international work, including immigration. HunterMaclean also represents its business clients in private securities offerings, SEC compliance matters, “blue sky” compliance matters, and private resales of restricted securities.

The size of our firm’s corporate transactions team

HunterMaclean’s corporate transactions team includes 12 lawyers, including 9 partners. The team also has the support of more than 40 additional partners and lawyers within the Firm, with expertise in a broad range of areas as may be required for a particular transaction.

Examples of transactions our firm has undertaken

• Representing the majority shareholders in the sale of all the outstanding stock of a local manufacturing company for approximately $97 million. The purchase price was paid in cash, by the issuance of senior and junior subordinated notes, and by the issuance of restricted stock of the purchaser to certain of the selling shareholders.
• Representing a large national manufacturing company in the sale of all the outstanding stock of its parent company for approximately $350 million. Immediately following the consummation of the sale, HunterMaclean assisted the new owner in selling all the assets of the large manufacturing company to a Chicago-based Delaware limited partnership for approximately $225 million.
• Purchase of an alumina refinery in Texas for $30 million, followed several years later by a sale of the controlling interest to a Chinese stated-owned purchaser for more than $40 million.
• Joint venture between an alumina facility and German manufacturer of fine precipitated aluminum hydroxides for production and sale of aluminum trihydrates.
• Representation of shareholders in exchange of shares (tax free reorganization) in a private company for shares in a public (U.S.) liquid natural gas company, transaction size in excess of $60 million.
• Sale of controlling interest in a cost and forensic engineering firm to a private equity group (deal size $30 million); subsequent sale of the forensic division to a strategy buyer (deal size in excess of $22 million).
• Representing a local hospital in connection with the consolidation through a joint operating venture of another local hospital. This transaction involved the combination and consolidation of upwards of twenty nonprofit and for-profit entities through both stock and non-stock transactions. This transaction also involved the issuance of tax-exempt bonds.
• Representing a national manufacturing company in the sale of its stock, which was traded on the New York Stock Exchange, to another publicly traded manufacturing company. This transaction occurred in two parts: first, the acquisition of 50.1% of the outstanding stock of our client and second, the merger of HunterMaclean’s client with and into the purchaser.
• Representing the sole shareholder of a Savannah-based retail company with thirty-six stores located in Florida, Georgia, North Carolina, and South Carolina in connection with the sale of all of its outstanding stock for approximately $6 million.
• Representing an Atlanta-based heating and air conditioning company in connection with its efforts to roll up approximately fifteen other heating and air conditioning companies nationwide immediately prior to a public offering of the shares of the consolidated entity. When negotiations with a number of the target entities were terminated, HunterMaclean represented the shareholders of the founder company in the sale to a publicly held corporation of all of its assets.
• Acquisition by closely held software developer (HR/BPO) of five software development companies, divesture of division to national staffing company, and merger of client into public company (size of all deals in excess of $125 million).
• Representation of petroleum coke refinery in joint venture for refinery processing in the Caribbean.
• Representation of Spanish packaging manufacturer in joint venture with another food packaging manufacturer.
• Representation of U.S. subsidiary of Taiwanese tire manufacturer in joint venture with Japanese wheel manufacturer.
• Purchase by U.S. subsidiary of German public company of isotope calibration business.
• Acquisition of aviation parts distributor by Georgia company.
• Tax-related intercompany reorganization of U.S. subsidiaries of international software data erasure company.
• Series Seed and Series A funding of India-based over-the-top Internet services provider.
• Series B, Series C, and Series D funding of software developer.

• Convertible loan financing of Israel-based software application developer

Contacts:

Casey O’Connell
[email protected]

Joshua Woods
[email protected]

Types of corporate transactions in which our firm has particular expertise

Halloran Sage attorneys serve as trusted counselors to businesses of all sizes in addressing their legal issues. We provide planning and advice on contract negotiation and interpretation, business organization and governance, securities law compliance, capital formation and financing of business ventures. We regularly represent clients in business transactions involving mergers and acquisitions, stock sales, asset sales, joint ventures, intellectual property, licensing, franchise and distribution, strategic alliances and other partnering arrangements, as well as debt and equity financing. We assist clients in all aspects of these transactions, including providing advice on structure and how best to negotiate, as well as providing specialized advice on securities, taxation, ERISA, intellectual property and labor and employment matters.

We serve as general counsel to a variety of businesses. We have experience with the operations and needs of companies in a range of industries and strategic endeavors. We regularly work with service-based enterprises and companies operating in a variety of fields, including retail, manufacturing, construction, transportation, recreation, leisure, energy, technology, and social media. Our clients include emerging and entrepreneurially driven growth companies focused on health care, medical products, technology, sporting goods, recreational services, restaurant services, insurance and financial, and online retail, among others.

We offer comprehensive business consultation and practical and creative solutions to achieve clients’ business goals. Our practice is distinguished not solely by our legal skills, but also by our business savvy. Throughout our representation, we work closely with you to ensure a legal strategy that matches your financial strategy. 

The size of our firm’s corporate and commercial transactions team

The Halloran Sage Practice Group is comprised of 20 full time transactional attorneys.

Examples of transactions our firm has undertaken

• Halloran Sage attorneys have provided counsel to a large Auto group for more than 25 years. Recently, we guided the group through the purchase of their eighth auto dealership. The deal included real estate of $10MM, and a negotiated $6MM mortgage loan with a major East Coast Bank. We handled the complex environmental issues associated with this transaction to the satisfaction of our client and the bank.
• Halloran Sage recently represented a client in a series of complex restructuring transactions. The client is a technical services corporation with six affiliated limited liability companies under common ownership. After consulting with the client and its team of advisors, the firm prepared documentation for four mergers, one contribution of membership interests, and one assignment of membership interests. The firm successfully assisted the client with streamlining and consolidating administration of the entity structure. Enter Text Here
• Halloran Sage attorneys represented a Connecticut heating, air conditioning, and services corporation in its general business matters for several decades. The positive relationship between our attorneys and the client eventually led to the firm’s representation of the client in the sale of its business to a national services provider. The sale was structured as a $7,000,000 asset purchase (exclusive of future purchase price adjustments), together with employment, non-disclosure, non-competition, and non-solicitation agreements. Enter Text Here
• Halloran Sage represents a Connecticut cargo and operations services business. The firm’s attorneys have represented the client in general business matters for decades, and recently represented the client in the sale of multiple real estate parcels, lease of real estate, and grant of several easements, all to an affiliate of a privately-held infrastructure company. The transaction involved complex real estate issues, including environmental, Connecticut Transfer Act, title, and easement matters, and therefore required negotiating, drafting, and advocating for the client’s best interests within the unique parameters of the client’s industry. The transaction closed for a purchase price of almost $20,000,000, and the purchaser took possession of the land in accordance with the terms and conditions of a complex Purchase and Sale Agreement.
• Halloran Sage represents a private brokerage and consulting firm in various matters. The firm most recently represented the client in a strategic transition of membership interests from the founders to a new generation of owners. A memorandum of understanding was prepared by the firm based on unique, custom deal terms, followed by preparation of definitive documents in accordance with the memorandum. The firm specifically prepared initial membership interest purchase agreements; a series of agreements for future installment purchases, reflecting an intent for the new members to purchase additional equity on agreed-upon milestones; and an amended and restated limited liability company agreement, including the new members and their respective percentages. The multi-part transaction successfully closed after months of negotiating, drafting, and consulting with the client’s team of external advisors.
• Halloran Sage represented a specialized aerospace and medical device machine shop being sold for $13MM.
• Halloran Sage represented the seller of an industrial building. This transaction was completed in the aftermath of a sale of manufacturing personal property business assets by the principals of the seller. The seller, in turn, leased the building to the buyer. The sale was unique as it occurred while two principals of the seller were actively involved in debt restructuring negotiations with the buyer and involved negotiations with the tenant to obtain a “clean” tenant estoppel that was requested by the buyer’s lender.
• Halloran Sage commercial real estate and corporation transactional lawyers represented a national commercial bank in a $19,000,000 senior acquisition and renovation loan for a multi-family property. The transaction was one in a long series of projects with a equity sponsor. This transaction was the first joint venture between the equity sponsor’s fund and the developer.

The loan included a three-year renovation facility to allow for units to be renovated as leases turn over. The transaction involved customary due diligence for a commercial real estate acquisition and the simultaneous closing and execution of an interest rate swap transaction.

• Halloran sage represented a national bank in an acquisition financing to a real estate developer—a new relationship for the bank. This transaction involved the acquisition by the developer’s fund of a former industrial equipment supplier distribution center and conversion for use by a new tenant taking approximately 65% of the rentable space, with a tenant improvement and leasing commission facility for future lease-up.

Halloran Sage is presently working on a $6,000,000 loan increase to finance a building expansion and tenant improvements to accommodate a new tenant that has committed to take the balance of the existing space and the expansion space.

• Halloran Sage represented a real estate finance firm in connection with its purchase of five commercial mortgage loans encumbering properties. The loans totaled approximately $10,000,000. We handled all aspects of the transaction, from negotiating the loan sale agreement and assignment documents, to making sure that all the assignment documents were properly recorded. The selling bank wanted to close by year end, so the transaction was handled in the space of two weeks from start to finish.
• Halloran Sage represents an official licensed sports collectibles and memorabilia company in its general business matters, including its marketing campaigns on social media. Most recently, Halloran Sage represented the company in the preparation of an agreement with an influencer. The agreement required the influencer to create content, then post it to the influencer’s owned or controlled websites and social media channels, subject to the company’s approval. The influencer’s services were in exchange for a flat fee and commissions on sales generated by the influencer’s personal discount code on the company’s products.

Contact:

Louann Bronstein
912-238-8838
[email protected]  

Types of corporate transactions in which our firm has particular expertise

The HunterMaclean business transactions attorneys handle a variety of corporate issues for clients throughout Georgia and the United States. Attorneys in this practice area have extensive experience in general corporate representation; formation and organization of business entities; debt and equity capitalization of business entities; commercial transactions; mergers, acquisitions, and other business reorganizations; corporate, tax, and business planning matters for businesses; shareholder rights issues; contract drafting and negotiation; and inbound international work, including immigration. HunterMaclean also represents its business clients in private securities offerings, SEC compliance matters, “blue sky” compliance matters, and private resales of restricted securities.

The size of our firm’s corporate transactions team

HunterMaclean’s corporate transactions team includes 12 lawyers, including 9 partners. The team also has the support of more than 40 additional partners and lawyers within the Firm, with expertise in a broad range of areas as may be required for a particular transaction.

Examples of transactions our firm has undertaken

• Representing the majority shareholders in the sale of all the outstanding stock of a local manufacturing company for approximately $97 million. The purchase price was paid in cash, by the issuance of senior and junior subordinated notes, and by the issuance of restricted stock of the purchaser to certain of the selling shareholders.
• Representing a large national manufacturing company in the sale of all the outstanding stock of its parent company for approximately $350 million. Immediately following the consummation of the sale, HunterMaclean assisted the new owner in selling all the assets of the large manufacturing company to a Chicago-based Delaware limited partnership for approximately $225 million.
• Purchase of an alumina refinery in Texas for $30 million, followed several years later by a sale of the controlling interest to a Chinese stated-owned purchaser for more than $40 million.
• Joint venture between an alumina facility and German manufacturer of fine precipitated aluminum hydroxides for production and sale of aluminum trihydrates.
• Representation of shareholders in exchange of shares (tax free reorganization) in a private company for shares in a public (U.S.) liquid natural gas company, transaction size in excess of $60 million.
• Sale of controlling interest in a cost and forensic engineering firm to a private equity group (deal size $30 million); subsequent sale of the forensic division to a strategy buyer (deal size in excess of $22 million).
• Representing a local hospital in connection with the consolidation through a joint operating venture of another local hospital. This transaction involved the combination and consolidation of upwards of twenty nonprofit and for-profit entities through both stock and non-stock transactions. This transaction also involved the issuance of tax-exempt bonds.
• Representing a national manufacturing company in the sale of its stock, which was traded on the New York Stock Exchange, to another publicly traded manufacturing company. This transaction occurred in two parts: first, the acquisition of 50.1% of the outstanding stock of our client and second, the merger of HunterMaclean’s client with and into the purchaser.
• Representing the sole shareholder of a Savannah-based retail company with thirty-six stores located in Florida, Georgia, North Carolina, and South Carolina in connection with the sale of all of its outstanding stock for approximately $6 million.
• Representing an Atlanta-based heating and air conditioning company in connection with its efforts to roll up approximately fifteen other heating and air conditioning companies nationwide immediately prior to a public offering of the shares of the consolidated entity. When negotiations with a number of the target entities were terminated, HunterMaclean represented the shareholders of the founder company in the sale to a publicly held corporation of all of its assets.
• Acquisition by closely held software developer (HR/BPO) of five software development companies, divesture of division to national staffing company, and merger of client into public company (size of all deals in excess of $125 million).
• Representation of petroleum coke refinery in joint venture for refinery processing in the Caribbean.
• Representation of Spanish packaging manufacturer in joint venture with another food packaging manufacturer.
• Representation of U.S. subsidiary of Taiwanese tire manufacturer in joint venture with Japanese wheel manufacturer.
• Purchase by U.S. subsidiary of German public company of isotope calibration business.
• Acquisition of aviation parts distributor by Georgia company.
• Tax-related intercompany reorganization of U.S. subsidiaries of international software data erasure company.
• Series Seed and Series A funding of India-based over-the-top Internet services provider.
• Series B, Series C, and Series D funding of software developer.

• Convertible loan financing of Israel-based software application developer

Contact: 

Krystle Dalke
(316) 631-3181
[email protected]

Types of corporate transactions in which our firm has particular expertise

Hinkle Law Firm represents a wide range of corporate clients ranging from start-ups to Billion-Dollar companies.  Our corporate attorneys work with a variety of individuals, including in-house counsel, family members of family-owned businesses, C-suite executives, and HR managers. 

Attorneys practicing corporate transactions at Hinkle Law Firm have extensive experience in general corporate representation; formation and organization of business entities; real estate and commercial development; agriculture and oil and gas transactions; debt and equity capitalization of business entities; commercial transactions; mergers, acquisitions, and other business reorganizations; corporate, tax, and succession planning matters for businesses; shareholder rights issues; transactions involving healthcare compliance, hospitals, and medical practices; and general contract drafting and negotiation.  Attorneys at Hinkle Law Firm also represents clients in private securities offerings, SEC compliance matters, and “blue sky” compliance matters.

The size of our firm’s corporate transactions team

 Hinkle Law Firm’s corporate transactions team currently consists of 10 lawyers, including 9 partners, and 4 paralegals/legal assistants with decades of experience in corporate transactions and general business matters.  Hinkle’s corporate transactions team is supported by additional partners specializing in employee benefit plans, employment law issues, intellectual property, privacy and cybersecurity, immigration, and estate planning depending on the circumstances of the transaction.

Examples of transactions our firm has undertaken

• Assisted business client in private offering to raise capital and asset purchase of five franchise restaurants in three cities. Transaction included a variety of closing items such as assumption of leases, seller carry-back financing, trade name and trademark usage assignments, and government permitting and licensing.
• Represented client during sale of medical practice from retiring physician owner to new physician and sale of real estate from affiliated holding company.
• Represented seller in Multi-Million Dollar stock purchase sale of family-owned trucking company to purchaser.
• Assisted broadband internet services provider with conducting private offering for expanding business operations in rural areas.
• Represented client with purchase of farm ground for reverse 1031 exchange and subsequent sale of cell tower easement to tower company.
• Representation of multi-speciality medical group in connection with merger with other medical group.
• Representation of purchaser of software application and associated intellectual property rights.
• Represented client in sale of fireworks business with seller carry-back financing and negotiation of consulting agreements for transition period with purchaser.
• Represent owner and developer of storage facilities in both development and refinance phases throughout the United States.

Contact:

Mary Garris
(502) 333-6000
[email protected]

Types of corporate transactions in which our firm has particular expertise:

STOLL KEENON OGDEN offers a leading corporate, finance and business transactions legal practice.  SKO’s business lawyers consistently rank among the elite practitioners in our markets. We combine unsurpassed experience with rich deal savvy to deliver outstanding results in business transactions across a variety of industries and businesses, both public and private.  SKO’s business practice serves clients in mergers and acquisitions; complex secured and unsecured commercial credit facilities; venture capital financing; private placements and exempt offerings of equity and debt securities; financial institution corporate and regulatory matters; executive compensation arrangements; benefit plans; tax; and regulatory compliance. SKO is a world leader in the area of equine transactions, including thoroughbred sales; horse farm sales; racing and breeding syndications; financing; and regulatory compliance.

The size of our firm’s corporate transactions team

STOLL KEENON OGDEN’s business practice group includes over 40 attorneys and 7 paralegals. Our business practice is supported by over 100 attorneys in other Firm practice groups, including real estate, tax, litigation, intellectual property, labor and employment, and others.

Examples of recent transactions our firm has undertaken:

• Represented a bank in connection with its financing of a $100 million multi-purpose development located in downtown Lexington. The project included the construction of an underground parking garage, office building, residential suites and commercial space.
• Represented multiple bank holding companies in merger transactions, including negotiation of the definitive merger agreements and related closing documents, preparation of proxy statements to obtain shareholder approvals, and obtaining regulatory approvals.
• Represented a publicly traded natural gas company in its merger with another major natural gas company.
• Represented a major healthcare services entity, its affiliated upstream and sister companies, its owners and founding management team in comprehensive reorganization, refinancing and acquisition transactions totalling more than $300 million.
• Represented a publicly-traded client in a transaction to support the development of a longwall coal mining operation with a total investment in the project in a range of $400 – $525 million. Transaction featured several components, including a preferred equity investment, the acquisition and leaseback of reserves and surface rights, a coal handling and services agreement and an equipment financing facility.
• Represented a public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.
• Represented multiple private investors before the Federal Reserve Board to form bank holding companies to acquire banks, including negotiation and consummation of the transaction agreements.
• Represented a bank in the documentation, negotiation and participation of the simultaneous closing of $40 million credit facility used by the borrower to finance accounts receivable and inventory in connection with its manufacturing business located in Tennessee, and a $6 million real estate facility used to acquire certain real property located in Tennessee.
• Represented bank in the documentation, negotiation and participation of a $48 million credit facility used by the borrower to finance the construction of a pediatric hospital owned and operated by an affiliate of the University of Louisville. 
• Represented bank client in connection with financing to a national non-profit organization utilizing new market tax credits to finance the construction of an 80,000 square foot facility including a primary care health facility, youth and community outreach venues, health and wellness areas, and administrative offices in Evansville, Indiana.
• Represented bank client in the documentation, negotiation and participation of a $26 million credit facility used by the borrower to finance the improvement and construction of an AC Hotel by Marriott and 196 unit parking garage located in Louisville, Kentucky.  SKO’s representation included negotiation and documentation of a multi-level intercreditor agreement among the subordinated lending group, one of which provided financing under the EB-5 investment program.
• Represented numerous domestic and international clients with the acquisition and disposition of premier horse farms, thoroughbred horses and related properties throughout the United States.
• Currently represent a fund which makes convertible debt and preferred equity investments in early-stage Kentucky business entities to facilitate the commercialization of innovative ideas and technologies.
• Currently represent state economic development cabinet in the documentation and negotiation of tax incentives under the Kentucky Business Investment Program, which is designed to assist companies in establishing or expanding operations in Kentucky, and the Kentucky Small Business Credit Initiative, which is designed to generate jobs and increase the availability of credit to small businesses by reducing the risk assumed by participating lenders in Kentucky.
• Currently represent a fund making seed round and early stage investments in companies dedicated to science and technology innovation. The corporation focuses on developing and managing creative initiatives in education, economic competitiveness and scientific research.

Contact:

Jeffrey H. Newman
(973) 643-7000
[email protected]

Types of corporate transactions in which our firm has particular expertise

The Sills Cummis & Gross highly credentialed and experienced corporate practice group attorneys handle a broad range of public and private transactional, compliance and corporate counsel assignments.   Our clients are international and domestic investors, lenders, entrepreneurs and operating companies, from startups to small and midsized entities to Fortune 500 corporations. 

We partner with in-house counsel, management and boards of directors in the design and implementation of all facets of their day-to-day and non-ordinary course legal activities, initiatives and strategic decisions, including, mergers and acquisitions, joint ventures and corporate collaborations, capital market and securities transactions, credit facilities, restructurings and workouts, corporate governance, commercial transactions such as licensing, distribution, supply and consulting arrangements, executive compensation and general corporate matters.   

The size of our firm’s corporate transactions team

The Sills Cummis & Gross corporate transactions team consists of more than two dozen attorneys, with approximately half as Members of the Firm (partner equivalent).  Because we are a full-service commercial law firm, we can call on other practices as the need arises.    

Examples of transactions our firm has undertaken

• Representation of a diversified agribusiness listed on the New Zealand Stock Exchange in connection with its acquisition of 60% of the equity interest of a large independent U.S. buyer, processor, and seller of ingredients for the pet food industry.
• Representation of the Special Independent Committee of the Board of Directors of a NYSE-listed pharmaceutical company in considering the company’s strategic alternatives which resulted in a merger agreement valued at U.S. $346 million with Nycomed, headquartered in Zurich, Switzerland.
• Representation of a global leader in the immunodiagnostics market and an international player in the in vitro diagnostics market in the acquisition of a product line for the diagnosis of HIV, HCV and HBV infections from Abbott Diagnostics.
• Representation of an international engines and transportation manufacturing unit of a European-based automobile manufacturer in the acquisition of Chrysler’s Tritec Motors plant for $150 million including R&D costs.
• Advised a major international conglomerate and several of its holdings, headquartered in Italy, in numerous transactions:
• A $116 million acquisition of Carbomedics, a manufacturer of mechanical and biological heart valves, from Zurich based Centerpulse (NYSE:CEP).
• The acquisition of COBE CV, an international cardiovascular device business, for $267 million from Gambro AB, a Swedish medical device company, pursuant to a managed sale auction; we simultaneously sold the Heart Lung Machine Division to Baxter to obtain U.S. antitrust clearance.
• The purchase of the Shiley Cardiovascular Division, with operations in 17 countries, from Pfizer Inc. for $280 million.
• The sale of its diagnostic business to American Standard for $250 million including a 51% interest in INCSTAR, a NASDAQ-listed company.
• Representation of a seller in a $77 million sale of a private New Jersey based business to a subsidiary of a Hong Kong Stock Exchange listed company. We also represented certain principals of the seller and their affiliates in connection with numerous material agreements.
• Representation of a New Jersey- and New York-based data analytics company in connection with its merger into a wholly-owned subsidiary of a $100+ billion market cap worldwide consulting company.
• Representation of a Connecticut-based biotechnology company in connection with its execution of a collaboration and license agreement with a wholly-owned subsidiary of a NYSE listed biopharmaceutical company based in the United Kingdom that contemplated research, development and commercialization of biologics for the treatment of Alzheimer’s disease.
• Representation of a Canadian-based manufacturer and importer of women’s apparel in a transaction involving the repurchase by the founders of a majority interest in the company from its private equity investors. The transaction also involved the renegotiation and revision of the company’s financing facility with its bank lending group and its factor.
• Over the years, representation of a leading real estate company in the acquisitions, sales and joint ventures of several real estate assets throughout the U.S.
• Representation of a multi-state regional bank in wide variety of real estate and corporate loan transactions.
• Representation of a clinical-stage biopharmaceutical company developing novel medicines focused on the Brain-Immune-Gut (BIG) Axis in connection with a collaboration and license agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. for a multiyear collaboration.
• Representation of one of the largest independent insurance agencies in the Northeast and its subsidiaries in connection with the sale of substantially all of its assets to a subsidiary of the world’s leading insurance broker and risk advisor.
• Representation of an owner, operator and developer of casinos and related hospitality and entertainment facilities in the U.S. with its headquarters in Las Vegas, Nevada on the New Jersey corporate and gaming law aspects of its SEC registration and issuance in March 2012 of $325 million of Senior Subordinated Notes. Two New Jersey subsidiaries, among others, guaranteed the Notes underwritten by J.P. Morgan Securities LLC.
• Representation of a major health care system in the issuance of revenue and refunding bonds in the aggregate principal amount of $450 million. The bonds were issued through the New Jersey Health Care Facilities Financing Authority and underwritten by J.P. Morgan Securities LLC and Citigroup as lead underwriters.
• Representation of one of the largest companies in the toy industry in the sale of one of its toy divisions to that division’s management team. The division’s U.S. business unit is located in New Jersey and the Chinese business unit is located in Hong Kong.
• Representation of a major distributor of music, movies and consumer electronics in connection with an asset-based loan facility from Bank of America, N.A. and a consortium of banks. This revolving line of credit is in the amount of $125 million.
• Representation of a leading international molding company and plastic manufacturer in a cross-border acquisition of all the outstanding capital stock of a Canadian motor vehicle components corporation and its numerous Canadian and Delaware affiliates.
• Representation of a manufacturer of high-end outerwear and sportswear and its affiliates with respect to a refinance and updating of their credit facilities, including a $200 million revolving credit line from a syndicate of banks led by JPMorgan Chase Bank, N.A.

Contact:

Joseph Mancuso
(315) 565-4500
[email protected]

Types of corporate transactions in which our firm has particular expertise

Hancock Estabrook attorneys work with clients throughout the lifecycle of their businesses and corporations to ensure strategic objectives and goals are met in an efficient manner. Our corporate transaction attorneys represent domestic and international clients ranging from startups and emerging businesses, to publicly-traded Fortune 500 corporations. We think of our team as a business partner, whereby understanding the unique needs of each client, we are able to provide timely actionable results aimed at eliminating costly disputes regarding interpretation. We regularly assist clients in day to day contract drafting and negotiations, capital formation and sophisticated financings. We also advise on transaction structuring, mergers, acquisitions and divestitures, leveraged buyouts, complex joint ventures, corporate governance, and general corporate matters.

The size of our firm’s corporate transactions team

Hancock Estabrook’s corporate transaction team includes 7 partners and 14 attorneys.

Examples of transactions our firm has undertaken

• Represented a specialty aircraft parts manufacturer in a sale to an international aeronautics conglomerate
• Served as counsel in the sale of a coating manufacturer to a publicly-held company in a $72 million transaction that included the transfer of intellectual property
• Served as counsel in the acquisition of a $13 million logistics company
• Served as lead counsel to a lender for a $200 million hospital expansion project
• Represented a regional electrical parts distribution company in the sale to a major international electrical and industrial distributor
• Served as counsel in the sale of a global events company located in New York City
• Represented a wholly owned subsidiary in negotiating the acquisition of the assets of a specialty pharmacy
• Served as counsel in the sale of a regional medical transport company
• Represented the sellers in the acquisition of an aircraft fuel distribution business by a publicly-traded company
• Assisted with the formation and financing of an employee stock ownership plan (ESOP) and the buyout of over 400 equity holders of a corporation
• Assisted the shareholders of a regional insurance agency in a stock-for-stock acquisition by a publicly held national insurance broker
• Represented a publicly held Canadian conglomerate in acquiring a United States water controls company
• Represented the franchisees in negotiating new locations with various major food distribution franchisers
• Represented various buyers and sellers of medical, dental, architectural, engineering and consulting practices
• Served as counsel to hospital in a $93 million tax-exempt bond financing transaction
• Assisted the management group in a buyout of a large consumer products manufacturer
• Represented a large international developer/manufacturer of point of sale computer systems, including assisting with negotiating manufacturing, distributorship, licensing agreements and joint venture relationships for its international expansion
• Assisted a large regional insurance agency with the sale of its business to a national bank
• Served as counsel to a retail pharmacy chain in an equity restructuring
• Served as counsel to an industrial development agency in a lease/leaseback transaction
• Served as counsel to multiple acquisitions of automotive dealerships

Contact:

Alan Fershtman
(513) 579-6400
[email protected]

Types of corporate transactions in which our firm has particular expertise

The Keating Muething & Klekamp (KMK Law) Business Representation & Transactions Group, handles business law matters for all types and sizes of business organizations, including public and private corporations, limited and general partnerships, limited liability companies, and sole proprietorships. Our clients are regularly engaged in merger and acquisition transactions, many of which involve international, multi-jurisdictional issues. Our lawyers have decades of experience in private placements, public offerings, and all aspects of securities regulations compliance, including issues arising from multi-jurisdictional transactional work. We believe that for the past two decades we have represented more public companies in the greater Cincinnati region than any other law firm, as well as a very large client base of privately held entities. Our clients tend to be entrepreneurial companies that are acquisitive and aggressive in their business approach. American Financial Group, Inc., Cintas Corporation, Multi-Color Corporation, Meridian Bioscience, Inc. and LSI Industries Inc., and many of our privately held clients, all fit this mold. It is as a result of our work with these companies that we have gained a reputation for being business savvy corporate transactional lawyers who are successful in partnering with clients to bring transactions to a successful completion. As a result, our securities, corporate governance and mergers and acquisitions practice has been a driving force behind the success of our firm. Our work with these companies has garnered us the experience and a reputation for providing legal counsel with the level of service expertise typically associated with larger national law firms. We are regularly engaged in multi-jurisdictional financings of these transactions, as well as multijurisdictional financing of equipment, assets and logistics equipment such as containers, chassis and gensets.

 The size of our firm’s corporate transactions team

Our Business Representation & Transactions Group consists of 20 partners, 12 associates, and one of-counsel.  We have significant depth in all aspects of transactional practice, inclusive of securities laws, tax matters, corporate governance, and significant merger and acquisition experience for multi-jurisdictional transactions.

 Examples of transactions our firm has undertaken

• KMK represented Infinity Property and Casualty Corporation in its $1.6 billion merger with Kemper Corporation. KMK represented Infinity with all legal aspects of the transaction including registration of Kemper’s equity securities as a merger consideration with the Securities and Exchange Commission and preparation of the merger proxy materials on behalf of Infinity Property and Casualty Corporation. Sidley Austin LLP served as counsel for Kemper Corporation. (UK, Australia and the Netherlands jurisdictions).
• KMK represented Multi-Color Corporation in its $1.4 billion acquisition of the Labels Division of Constantia Flexibles, comprised of 23 manufacturing facilities in 14 countries. KMK corporate and finance departments served as lead transaction counsel to Multi-Color Corporation (NASDAQ: LABL) in all facets of this transaction including (1) leading the bid effort and negotiation of the definitive documentation related to the acquisition of Constantia Labels GmbH and related entities, (2) advising on the issuance of US $600 million of notes and a new US $1 billion credit facility, (3) coordinating the legal steps required to implement a complicated international tax restructuring, and (4) implementing the ultimate consummation and integration of the transaction. The transaction resulted in one of the world’s largest label producers and the issuance of Multi-Color common stock having a value in excess of US$250 million representing 16.6% of the Company’s outstanding stock. The transaction consisted of a multi-jurisdictional carve out of the existing operations of Constantia Flexibles’ labels operations which included 23 manufacturing facilities in 14 countries.
• KMK represented Cintas Corporation in its joint venture with Shred-it International, which combined the second and fourth largest shredding companies in the United States to create the world’s largest document destruction company, with $600 million in combined revenues and operations in 18 countries. KMK represented Cintas in all facets of its joint venture transaction, including M&A, securities, labor, real estate, employee benefits, and environmental. Stikeman Elliott (Toronto) represented Shred-it.
• KMK represented Cintas Corporation in connection with its acquisition of G&K Services, Inc. (NASDAQ: GK) for $97.50 per share in cash, for a total enterprise value of $2.2 billion. The combined company provides innovative products and services to over one million business customers. (Canada and US).
• KMK represented Multi-Color Corporation in its acquisition of Super Enterprise Holdings Berhad (Super Label) by a tender offer for its publicly traded shares. Super Label was formerly a publicly listed company on the Bursa Malaysia stock exchange and has operations in Malaysia, Indonesia, Philippines, Thailand and China.
• KMK served as lead transaction counsel for Multi-Color Corporation in its acquisition of South African subsidiary of carved-out manufacturing operations in Kenya and Tanzania. Acquisition extended Multi-Color’s footprint to strategically important East Africa. ($TZS 35.5 Billion, approximately $16 million U.S.) (Tanzania, Kenya, South Africa).
• KMK represented Contact Surgical, Inc. for $100 million closing consideration payable in AtriCure common stock, with up to $150 million in additional consideration possible. KMK represented AtriCure in all facets of the triangular merger transaction, including securities and M&A.
• KMK represented Scenario Learning in selling 100% of membership interests in Vector Solutions ($46 million) (Canada and South Africa).
• KMK represented Meridian Bioscience, Inc. in the acquisition of Magellan Diagnostics, Inc. via stock for cash merger for approximately $65 million dollars. Magellan is a medical diagnostics company, specializing in lead based products.
• KMK represented AMMC as Collateral Manager and AMMC CLO 15, Limited and AMMC CLO 15, Corp., as Co-Issuers, and served as deal counsel in connection with Optional Redemption with Refinancing Proceeds of existing Secured Notes and the issuance of $466 million of Refinancing Debt placed by Mizuho Securities USA, Inc., as Placement Agent. KMK’s representation included preparation of the Supplemental Indenture and Credit Agreement as well as offering documentation and various regulatory and tax opinions. (Cayman Islands).
• KMK represented AMMC as Collateral Manager and AMMC CLO 19, Limited and AMMC CLO 19, Corp., as Co-Issuers, in respect of $459,850,000 collateralized loan obligation transaction whereby MUFG Securities Americas Inc. acted as Initial Purchaser. KMK’s representation included preparation of the Supplemental Indenture and Credit Agreement as well as offering documentation and various regulatory and tax opinions. (Cayman Islands).
• KMK represented AMMC as Collateral Manager and AMMC CLO 20, Limited and AMMC CLO 20, Corp., as Co-Issuers, in respect of $407,900,000 collateralized loan obligation transaction whereby SG Americas Securities, LLC acted as Initial Purchaser. KMK’s representation included review of all disclosure and offering documents and negotiation of an indenture and Collateral Management Agreement as well as provision of certain opinions and negative assurance letters for the Collateral Manager and certain tax opinions for the Co-Issuers. (Cayman Islands).
• KMK represented AMMC as Collateral Manager and AMMC CLO 21, Limited and AMMC CLO 21, LLC, as Co-Issuers in respect of a $456.7 million collateralized loan obligation transaction whereby RBC Capital Markets acted as Placement Agent. KMK’s representation included preparation of all disclosure and offering documents for the related secured and subordinated note issuances under Rule 144A and Regulation S and negotiation of a Placement Agency Agreement, Indenture, Subordinated Note Issuing and Paying Agency Agreement and Collateral Management Agreement as well as provisions of certain opinions and negative assurance letters for the Collateral Manager and Co-Issuers and certain tax opinions for the Co-Issuers in respect of the Notes. (Cayman Islandsand Ireland).
• KMK represented Fussball Club Cincinnati LLC in connection with a private offering valued at approximately $300 million to fund the acquisition of a Major League Soccer franchise and construction for a stadium and other training facilities of the MLS team.
• KMK represented the Armstrong World Industries, Inc. Asbestos Injury Settlement Trust in a secondary offering of shares of common stock of Armstrong World Industries, Inc. and Armstrong Flooring, Inc. by AWI Trust underwritten by Deutsche Bank Securities, Inc. and Barclays Capital Inc. This was a secondary public offering of 5,251,234 shares of common stock of Armstrong World Industries, Inc. at a price of $44.65 per share (aggregate value approximately $234 million) and 2,625,617 shares of Common Stock of Armstrong Flooring, Inc. at a price of $17.40 per share (aggregate value of approximately $46 million) (combined transaction value approximately $280 million).

Contacts:

Laurel Williams
901.524.5182
[email protected]

Mary Petrinjak
901.524.5181
[email protected]

Types of corporate transactions in which our firm has particular expertise

Burch, Porter & Johnson provides comprehensive business transaction services, with experienced attorneys and practices that include Corporate and Business Law, Finance and Commercial Lending, Real Estate, and Taxation.

Our Transaction Group engagements encompass all stages of business development and operation from individuals and start-ups looking to begin their business, to experienced businesses looking to grow, to mature businesses looking to plan for the next generation. The goal of our forward-thinking philosophy: provide practical, efficient solutions to obtain the best result for our clients.

The Corporate and Business Law attorneys at Burch, Porter & Johnson assist a wide array of corporate and business entity clients on a range of matters, including general corporate, mergers and acquisitions, and securities matters. Other services include entity selection and formation, corporate governance and compliance, joint ventures, federal and state environmental regulation, bank M&A and bank regulatory matters, start-up financing, and venture capital and private equity.

The Finance and Commercial Lending attorneys represent banks and other financial institutions, insurance companies, investors and borrowers in all aspects of commercial finance and lending transactions. Members have experience negotiating, documenting and closing a broad spectrum of financing and lending transactions on behalf of lenders, including mezzanine lenders and investors, as well as borrowers, in addition to structuring and closing complex secured and unsecured credit facilities, navigating regulatory requirements, and efficiently addressing challenges faced by out-of-state lenders in multi-state transactions.

The Real Estate attorneys advise clients on all aspects of the acquisition, disposition, development, financing and leasing of real property. The group works actively with clients, including Fortune 500 companies, privately-held companies, small businesses, developers, investors, financial institutions, and municipalities and other governmental agencies in planning, structuring, negotiating and closing real estate transactions. We represent buyers and sellers, both regionally and out-of-state. Our attorneys often serve as local counsel on multi-state loan transactions, representing lenders as well as borrowers in commercial real estate lending matters, and representing lenders in Uniform Commercial Code transactions.

The Taxation attorneys are experienced in tax planning and representation on federal, state and local tax matters. The group has broad experience in general tax planning advice, tax consulting on business transactions, representation in tax controversies and state and local tax matters and guidance on tax-exempt entities and issues.

The size of our firm’s corporate transactions team

The Corporate Transactions group at Burch, Porter & Johnson consists of eight members and two associates, for a total team of 10 attorneys. In addition, attorneys from other practice groups are available to advise on matters, as required to meet client needs.

Examples of transactions our firm has undertaken

• Borrower’s counsel for large national company in $600 million syndicated asset-based loan facility.
• Represented a large national client in its purchase of multiple agronomy and aerial agricultural aviation businesses.
• Represented a client in connection with the sale of a large alcoholic beverage distribution business.
• Lender’s counsel for $45 million loan facility to national farm cooperative borrowing group secured by current assets, investment property and real property located in multiple states, including preparation and negotiation of loan and security instruments, due diligence, loan closing and perfection of liens.
• Represented a large national company in connection with its conversion from a Delaware corporation to a limited liability company.
• Represented an investor group in connection with the sale of controlling interest in a large litigation services business.
• Represented a large Southeast distributer of welding and medical gases in connection with several acquisitions and various other corporate and real estate matters.
• Lead counsel in the acquisition of both developed and undeveloped real property throughout the United States and more than 18 transactions, handling all aspects of the transaction, including preparation and negotiation of contracts, all title survey and zoning due diligence, preparation of closing documents and closing transactions.
• Served as Tennessee counsel for a borrower in multistate real estate loan from multiple lenders in the amount of approximately $500 million.
• Syndicated line and term facilities to national media borrowing group secured by current assets.  Review and negotiation of credit and subordination documents re: mezzanine debt.
• Counsel to a private equity group investing in 12 industrial sites in multiple states, including transaction documents and delivery of opinions.
• Lender’s counsel for $20 Million master facility to borrowing group operating in the steel industry in four states.  The facility is secured by current assets and real property located in multiple states and abroad.  Firm handled entire loan transaction including preparation and negotiation of loan and security instruments, due diligence, loan closing and perfection of liens.
• Lender’s counsel for $13 Million master facility to borrowing group secured by current assets (including farm products) and real property located in multiple states related to five (5) entities operating in the cotton commodities industry, including preparation and negotiation of loan and security instruments, due diligence, loan closing and perfection of liens.
• Represented a large non-profit client in connection with a combination of multi-city affiliates, including a dissolution and distribution of assets.
• Served as Tennessee local counsel in connection with purchase by a client of several commercial properties in the Nashville area subject to a Payment in Lieu of Taxes arrangement.
• Represented a national environmental consulting firm in connection with multiple acquisitions and various other corporate matters.
• Represented a client in connection with the sale of a large audio-visual company.
• Advised a client in connection with development and financing of industrial real estate portfolio in multi-state transaction.
• Represented educational institution in connection with its expansion and financing of $18,300,000 athletic facility.
• Real Estate counsel to investment property firm in connection with apartment community, including acquisition and financing and closing of $14 Million mortgage loan.
• Defend real estate titles for a national title company where real estate title or priority of title is questioned.

Contact:

Michael Goode
(615) 259-1366
[email protected]

Types of corporate transactions in which our firm has expertise

Lewis Thomason has a robust corporate transactions group that advises business clients on all aspects of business and transactional matters. Our national franchise law team represents franchisees in many major chains across the United States and provides counsel on matters related to contracts, financing, acquisitions, intellectual property and branding disputes, construction and local zoning compliance, and employee relations. We have extensive experience in drafting, negotiating, and enforcing leases for real property.

Lewis Thomason’s tax attorneys provide sophisticated federal and state tax advice to clients across Tennessee and the United States, in both transactional and litigation contexts.  In addition, we have considerable experience with international corporate and tax planning for foreign companies and individuals, including structuring, local counsel, opinion work, and compliance with the complex legal and tax provisions necessary for companies and individuals to operate in the United States. Our experience includes international tax structuring and assisting with the resolution of tax issues with United States and local taxation agencies, such as voluntary disclosures, FinCen filings, and resolving issues with various reporting forms such as 5471s.

We have extensive experience with estate planning and often help other firms whose clients have assets here in Tennessee comply with Tennessee law. We also assist international clients with their estate planning and have worked with attorneys in a number of other countries to create comprehensive estate and business succession plans.

The size of our firm’s corporate transactions team

Our team consists of 23 lawyers.

Examples of transactions our firm has undertaken

• Assisted a Chinese company with a United States subsidiary in resolving its United States taxation issues needed for the company to go public in China. Assisted with restructuring the company to make it more efficient for taxation purposes.
• Assisted a United States client with tax structuring his extensive investments in Caribbean real estate and business ventures.
• Assisted Guatemalan residents with children and assets in the United States and Guatemala with their international estate planning.
• Assisted United States banks in their lending transactions in mergers and acquisition transactions, including opinion letter review.
• Provides extensive counsel to franchisees in numerous national franchises.
• Created an estate plan for a family with numerous businesses in Tennessee compliant with some of the unique provisions of Tennessee law.
• Review and preparation of leases for a large national retailer.
• Assisted an accounting firm to resolve unreported foreign income issues and assisted in the preparation of a Streamlined Voluntary Disclosure package to resolve the unreported 5471s.

Contact:

Robert G. Smith
(713) 857-8281
[email protected]

Nathaniel R. Martinez
(713) 487-1902
[email protected]

Types of corporate transactions in which our firm has particular expertise

Mayer LLP works on corporate transactions including:

• Prepare and negotiate contracts including master service agreements, vendor agreements, independent contractor agreements, etc.
• Due diligence
• Stock purchase and asset sales
• Corporate formations, operating agreements, shareholder agreements
• Advise on risk management and liability concerns
• Develop corporate policies and procedures and counsel on related legal risk
• Resolution of disputes and litigation
• Purchase agreements and debt collection
• Prepare, review, and negotiate employment contracts, including non-compete and non-solicitation agreements
• Employee handbooks
• Product safety program work, including evaluate and draft warnings, instructions, and labels, prepare risk transfer documents and agreements
• Cybersecurity risk management, preparation of cybersecurity plans
• HIPAA compliance and risk management
• Trademark consultation and filing, including enforcement and litigation

 The size of our firm’s corporate transactions team

Mayer LLP has three attorneys who work on corporate transaction matters.

Examples of transactions our firm has undertaken

•  Represented 50% shareholders of a granite company in the hostile purchase of co-owners’ interest.
• Represented a counseling firm in the purchase of several other counseling businesses and advised regarding restructuring the businesses with a parent and subsidiaries, advised about succession issues.
• Represented a manufacturer of custom saws in the purchase of a sharpening business, advised the company on risk management issues including revised and updated the owner’s manual, drafted a new customer contract and contractor agreement, among other documents.
• Represented commercial tenants in negotiating and revising lease agreements.
• Represented a phone company in drafting and negotiating contracts and services agreements for call centers, customer service communications systems, and complex voice recognition software.

Contact:

Jonathan Puvak
(540) 983-9399
[email protected]

Types of corporate transactions in which our firm has particular expertise:

Gentry Locke has experience in formation, capitalization, financing, reorganization, middle market M&A (manufacturing, healthcare, technology, and service industries), succession planning, and employee stock ownership plan (ESOP).

The size of our firm’s corporate transactions team

15 attorneys and additional corporate paralegals.

Examples of transactions our firm has undertaken:

•  Represented the private equity purchaser in the acquisition of technology assets from a publicly traded company
• Represented independent insurance companies in the sale of ownership of various firms.
• Represented numerous companies in the formation of ESOPs and subsequent purchase transactions.
• Represented ESOP companies in the sales of assets or stock to private equity buyers.
• Represented borrowers and lenders in significant lending transactions involving real estate, business assets and tax credit financings.
• Served as Virginia local counsel for a variety of state law legal opinions in conjunction with real estate and financing transactions.

Contact:

Kent George
(304) 344-5800
[email protected]

Types of corporate transactions in which our firm has particular expertise

Although Robinson & McElwee PLLC is a midsize firm in the region, the firm still participates in precedent setting cases and multi-million dollar corporate transactions.  The team regularly advises clients in a wide array of industries, including hospitality, coal, timber, and oil and gas.  From acting as outside general counsel to privately-held companies to lead counsel on multimillion acquisitions including complicated financing, Robinson & McElwee provides a broad spectrum of services to clients by assisting them in all corporate aspects of their business.

The department also provides counsel to clients in connection with financing transactions, where the firm represents both lenders and borrowers.

The size of our firm’s corporate transactions team

Robinson & McElwee’s corporate transactions team consists of six experienced attorneys.  The team also has support across the entire firm from other attorneys in more specialized areas when a need arises.

Examples of transactions our firm has undertaken

• Counsel to the purchaser in its acquisition of two full service hotels in Detroit, Michigan. The firm advised on numerous aspects of the coordinated $46 million transaction, including acting as borrowers’ counsel in the dual refinancing (both provided by the same lender) and advising on issues involving the acquisition, construction, management, liquor license and franchise agreements.
• Counsel in the structuring of numerous multi-tiered limited partnerships, several of which involved international cross-border tax issues.
• Counsel in a three family business midmarket corporate transaction that was valued at over $150 million.
• Counsel in a business entity structuring for a private placement by a midmarket hospitality solutions software company.
• Private placement for specialty software company currently selling hospitality back office software in Canada and the United States. The transaction included acquisition of a Sri Lankan software development company incorporated as a subsidiary entity.
• Represented seller of patented cancer-related biotechnology to NADAQ-traded pharmaceutical company.
• General Counsel for two privately held family office enterprises involved in real estate development, energy, timber, auto dealerships, and hotel operations and ownership, in matters including general business and corporate matters, construction law, litigation, real estate, labor and employment matters, and tax matters.
• Counsel to a U.S./Canadian backed investor group in its multi-million dollar acquisition of various hospitality properties in the US. As lead counsel, we created a multi-tiered special purpose limited partnership entity used in the transaction and structured the acquiring and investing entities with an eye toward Canadian and U.S tax considerations with the advice of independent tax professionals. Additionally, we represent the asset manager in connection with the significant renovation the property and the related contracts.
• Counsel to software company in connection with Series A preferred investment round.