Cases
Representative Matters: Mergers
Acquisitions, Private Equity
Venture Capital Transactions
Representations
Sale of Equity Securities in Reverse Triangular Merger. Represented a provider of electronic clinical documentation
billing workflow solutions for healthcare providers in the sale of 100 percent of its outst
ing equity securities in a reverse triangular merger to a wholly owned subsidiary of a publicly traded provider of clinical documentation solutions for healthcare organizations.
Sale of Industrial Services Provider. Represented a private-equity backed provider of industrial services in a cash sale by way of merger to another private equity backed strategic acquirer for $257 million.
Merger of Investment Banks. Represented a Los Angeles-based investment bank,
its affiliate, a Los Angeles-based FINRA-registered broker dealer, in their merger-of-equals transaction, structured as an assets-for-equity exchange, with a New York-based investment bank.
Major Commercial Partnership
Equity Investment. Represented existing preferred stock investor group in a transaction involving a major commercial partnership
separate equity investment in their portfolio company by one of the world's largest publicly traded companies.
Purchase of Industrial Services Provider. Represented Brace Industrial Group L.P., a Houston-based industrial services roll-up, in its acquisition of Basic Industries, LLC, an industrial services company, for approximately $33 million.
Recapitalization
Preferred Stock Financing. Represented a Boston-based venture capital fund in the total recapitalization
new preferred stock financing of a healthcare technology company that provides caregivers in Independent Living, Assisted Living, Memory Care, Skilled Nursing, Home Health
PACE environments with information regarding patient wellness indicators using innovative passive technology.
Investment Banking Engagement Letters
Opinions. Regularly represents investment banks in connection with engagement letters, various valuation opinions, fairness opinions
various other opinions
investment banking services.
Hybrid PIPE/Public Offering for Simulation
Training Company. Represented a leading global provider of real-time simulation
training solutions to the power, process, manufacturing
government sectors in a $17 million hybrid PIPE/public offering to sell 2.875 million shares of its common stock.
Various Preferred Stock Financings. Represented a venture capital fund in making numerous preferred stock financings
recapitalizations of a company which provides a large network of medical adult day care centers, in-home personal care services
outpatient rehabilitation facilities.
Sale By Aircraft Manufacturer. Represented a Japan based aircraft manufacturer in its sale of up to 40 jets to a U.S. based commercial airline.
Various Radio Station Sale Transactions. Represented a private-equity backed holding company which owns
operates radio stations in numerous markets across the United States in the sales of several clusters of radio stations
all related operating assets
real estate.
Restructuring
Sale of Industrial Bolting
Thermal Technologies Company. Represented a specialty industrial bolting
thermal technologies company
its various affiliated entities in a complete domestic
international corporate restructuring
sale to a strategic buyer for $20 million.
Preferred Stock Financing, Recapitalization
Merger. Represented a venture backed provider of state-of-the-art opto-electronic components
subsystems with a wide range of products
services in a preferred stock financing
recapitalization transaction
subsequently in a sale of the company through a merger
related transactions.
Preferred Stock Financings
Convertible Note
Warrant Bridge Financings. Represented a venture capital fund in numerous preferred stock financings
convertible note
warrant bridge financings into a women's lifestyle mobile
online content firm.
Sale of Assets of Mobile Security Solutions Provider. Represented a venture capital backed provider of mobile device security solutions in a sale of its assets to a publicly traded Fortune 500 company that provides electronic security, storage
systems management solutions.
Series B Preferred Stock Financing. Represented a private equity fund in its capacity as the lead investor in a $6.5 million Series B Preferred Stock Financing of the provider of an open source online video platform, which includes industry leading media management applications as well as a framework for developing custom applications.
Equity Recapitalization. Represented an in the cloud web-based medical office
healthcare application software company in the recapitalization of its equity structure
holdings.
Sale of Tax-Exempt Municipal Obligations. Represented a seller in the sale of a multi-billion dollar portfolio of tax-exempt municipal lease
bond obligations.
Recapitalization, Financings
Roll-Up of Rehabilitation Therapy Companies. Represented a rehabilitation therapy consulting company in a recapitalization of its capital structure, multiple strategic acquisitions of operating companies
debt
equity financing for each such transaction.
Debt Financing Transactions
Representations
Revolving, Swingline
Multi-Tranche Term Loan Credit Facility for Industrial Services Provider. Represented a provider of industrial services as the borrower in an $80 million asset-based revolving, swingline
multi-tranche term loan credit facility.
Second Lien Multi-Tranche Term Loan Facility for Software Company. Represented a lender in a $125 million second-lien multi-tranche term loan facility to a software company that specializes in enterprise software ranging from financial systems
resource planning to supply chain
customer relationships. The loan facility was in connection with an approximately $1 billion acquisition of a second software company.
Revolving
Swingline Loan
Letter of Credit Facility for Delivery Solutions Company. Represented second-lien lender in a $25 million revolving
swingline loan
letter of credit facility for one of the largest North American providers of customized, time-definite regional delivery solutions.
Series of Hotel Financing Transactions. Represented holding company subsidiaries of a publicly traded REIT in several secured hotel financing transactions valued at over $40,000,000.
Export Prepayment Facility for Brazilian Sugarcane Cultivation Company. Represented a lender in a $30 million export prepayment facility with a Brazilian company in the business of producing, selling
exporting ethanol
sugar.
Secured Financing of Mobile Marketing Company. Represented a lender in a syndicated, asset-based secured loan to a borrower that provides mobile marketing solutions including tools to interact with users through text alerts, reminders, voting, real-time polling, coupons, quizzes
sweepstakes.
Senior Secured Financing Transaction. Represented a Lender in a senior secured Aircraft Pre-Delivery Payment Financing Transaction with a total transaction value in excess of $2 Billion.
Secured Financing of Adult Day Care Center Provider. Represented a borrower which provides a large network of medical adult day care centers, in-home personal care services
outpatient rehabilitation facilities in an $11 million credit facility including revolving
term loans
various modifications thereof.
Second Lien Term Loan to Technology Company. Represented a lender in a $40 million second-lien term loan to a company that supplies technology
font solutions to OEMs
independent software vendors worldwide,
licenses fonts to creative, business
web professionals through custom font design services, direct sales
e-commerce portals.
Secured Financing of Online Education Provider. Represented a borrower which provides online public
private school education
online learning solutions both in the United States
internationally, in a multifaceted credit facility including a $5 million revolving line of credit, a $10 million seasonal line of credit, a $5 million multi-disbursement term loan
a $5 million term loan.
Secured Financing of Pharmacy Technology Company. Represented a lender in a secured loan to a technology company focused on delivering cost containment solutions to the healthcare segment that deals with pharmaceutical claims.
Syndicated Acquisition Financing of Skilled Nursing
Rehabilitation Therapy Provider. Represented one of the nation's largest skilled nursing
rehabilitation therapy providers in a $45 million secured syndicated acquisition financing transaction including term loans
revolving loans with a letter of credit subfacility.
Secured Financing of Employee Benefit Plan Administrator. Represented a lender in connection with a multi-disbursement term loan to a large employee benefit plan administrator.
Secured Financing of Professional Services Corporation. Represented a lender in a secured loan to a large professional services corporation dedicated to assisting businesses with achieving their business, tax, accounting
financial objectives.
