Cases
Experience: Mergers & Acquisitions: Represented a private company specializing in the separation of critical radioisotopes for the development
production of medical isotopes used in cancer treatments in the sale of 100% of its equity to an industry leader in uranium
rare earth elements listed on the NYSE.
Represented an HVAC engineering, distribution
installation business based in the Northwest in the sale of 100% of its equity to PE backed HVAC distribution company, including an F reorganization.
Represented a private company with load stabilization technologies for the search
rescue
construction industries in its acquisition of all of the equity of a Swiss crane conglomerate based in Germany with approximately 18 subsidiaries in several countries, including Germany, Switzerl
, the United Kingdom, the United States, France, the Czech Republic, Belgium, Austria, Norway, Kingdom of Saudi Arabia
Dubai,
related acquisition financing.
Represented the executive management team of a church publication business in its sale to a PE firm.
Represented a hog producer in (i) the acquisition of all of the equity of the subsidiary of a Fortune 500 food processing company with l
pig farming operations in Southeastern Colorado,
(ii) the concurrent sale of such equity to a large commercial hog producer after spinning out certain real estate
water rights.
Represented the executive management team of MDC Holdings, Inc. (NYSE), the owner of Richmond Homes, in its sale to Sekisui House (TSE) for $4.9 Billion.
Represented Hope Bancorp, Inc. (NASDAQ), the holding company of Bank of Hope, in its acquisition of Territorial Bancorp, Inc. (NASDAQ), the holding company of Territorial Savings Bank in a public company stock-for-stock merger transaction.
Represented a broker-dealer
clearing house for variable life insurance, annuities
similar financial products as well as an affiliated registered investment advisory business in the sale of 100% of their stock to a PE backed strategic buyer, including the rollover of roughly 10% of the purchase price into equity of the buyer's PE parent, a complex five tiered earn-out structure,
a lengthy FINRA approval process.
Represented a Colorado state-chartered workers compensation carrier in the acquisition of 100% of the equity of an insure-tech business
national master general agent.
Represented a printing business that makes food labels in the sale of 100% of its equity in the company to a PE backed strategic buyer, including a pre-closing F reorganization, the rollover of roughly 25% of the purchase price into equity of the buyer's PE parent, earn-outs,
resolution of various sales tax issues.
Represented Teton Financial Services, Inc., a private bank holding company,
its subsidiary bank, Rocky Mountain Bank, in a merger with First Western Financial, Inc., a public bank holding company traded on the NASDAQ, including an S-4 proxy/registration statement
various regulatory approvals.
Represented a private Canadian holding company in connection with numerous acquisitions of various U.S. businesses with back-office software products for the construction industry.
Represented a Mexican private equity group in its acquisition of 60% of the equity of an IT services business based in Colorado, including establishing the US holding company
acquisition structure
effecting an F reorganization for the target.
Represented Balanced Health Botanicals, LLC, a CBD business with a national
international online marketing
sales platform, in the sale of 100% of its equity to Village Farms International, Inc., a Canadian public company traded on the NASDAQ
TSX, including various securities
tax issues related to a significant portion of purchase price being paid in public company stock.
Represented Tilray Br
s, Inc., a Canadian company publicly-traded on the Nasdaq
TSX, in the acquisition of Double Diamond Distillery, LLC via a reverse triangular merger.
Represented a SaaS business that provides nationwide auto titling
registration services in the sale of its equity to a PE fund looking to establish a platform business in the space, including a pre-closing F reorganization, earn-outs,
senior acquisition financing.
Represented a physician led group in the acquisition of the home health care division from a Fortune 500 health care company, including the wind-down
related liability mitigation of certain non-performing businesses associated with such division.
Represented a US manufacturer
distributor of plunger lift systems for oil production in the acquisition of 100% of the stock of its Canadian technology partner involving several cross-border tax
cultural issues.
Represented the majority stockholder of a digital signage business in its acquisition by Vista Equity Partners accomplished through a reverse triangular merger structure with various rollover obligations
equity tiers. In addition, the transaction involved complicated tax
estate planning issues for the client.
Represented Adesis, Inc., a contract research organization (CRO) for chemical compounds, in its acquisition by Universal Display Corporation, Inc., a leading developer
manufacturer of organic light emitting diodes (OLED) technologies
materials, in a reverse triangular merger for cash
the issuance of certain shares of restricted stock in UDC to Adesis' management.
Represented Ranch-Way Feeds, the largest manufacturer
distributor of animal feed in the Rocky Mountain region, in the sale of substantially all of its assets, including various historic real property, plants
equipment, to Ridley USA.
Represented a natural resources holding company in the acquisition of substantially all of the assets of a talc mining business in West Texas., including inventory, vehicles, mining equipment, explosives, a processing plant, the assets consisted of 66 separate owned mineral interest parcels, 9 separate leased mineral interest parcels, 23 separate parcels of owned real property (surface rights)
a few parcels of leased real property, including three railroad leases.
Represented a family office in the purchase of 13 separate automotive franchises from a dealership group based in Minnesota.
Represented the U.S. subsidiary of a public Taiwanese company in the acquisition of a leading golf club shaft distribution business based in Colorado.
Represented a commercial fire sprinkler installation company (with a unionized workforce) in the sale of its assets to a fundless sponsor.
Represented a group of individual investors in the acquisition of all of the stock of a closely-held business that manufactures
distributes vending machines globally through its U.S.
Mexican facilities.
Represented a private real estate investment company in the sale of a controlling equity stake to a public holding company (NYSE) focused on the financial services sector as an asset management vehicle for its insurance platform, including the subsequent repurchase of such stake
sale of all of the equity of such company.
Represented a private Dutch holding company in the sale of substantially all of its commercial spaceflight marketing, ticketing
training businesses to a private U.S. aerospace company developing reusable suborbital
orbital launch vehicles (RLVs), rocket engines
rocket propulsion systems (with a concurrent investment in the acquirer).
Represented a small investor group in the acquisition of substantially all of the assets of four affiliated businesses involved in the manufacture, distribution
recycling of sustainable heat transfer fluids (e.g., propylene, glycol
glycerin)
the follow-on acquisitions of fouradditional small anti-freeze businesses.
Represented a primary care physician practice group that focuses on making house calls to nursing homes in the sale of the founders' equity to a publicly-traded Fortune 500 healthcare company.
Represented a neurology practice (4 locations)
MRI center in the sale of substantially all of their assets, including the transfer of real estate
several equipment leases.
Represented the executive management team of Water Pik, Inc., a global oral healthcare products company, in its sale from one private equity firm (EG Capital Group, LLC) to another (MidOcean Partners).
Represented Attila Resources Limited, an Australian public company (ASX), in its acquisition from Walter Minerals, Inc., a U.S. public company (NYSE), of a coal mining operation in Alabama through the purchase of 100% of the membership interests of the Walter Minerals subsidiary that owned
operated the mining business.
Represented a private auto dealership group in the leveraged acquisition of numerous dealerships in Colorado, Tennessee
New Engl
.
Represented a public Australian engineering firm (ASX) in its divestiture of certain non-core U.S. assets.
Represented a mid-stream oil
gas holding company in the auction
sale of a natural gas storage facility with 12 billion cubic feet of capacity through a reverse triangular merger structure.
Represented a private medical device company engaged in the commercialization of various biologics products that optimize growth factors in human allografts in a reverse 'going public' transaction
concurrent PIPE.
Represented a major producer of diamond wire in the sale of substantially all of its assets, including proprietary cutting technology, to a public Swiss saw manufacturer for cash
shares of stock registered on the SIX Swiss Exchange.
Represented a group of executives in connection with its management buy-out of a Canadian company's U.S. assets related to a hard rock mining technique for the extraction of oil from semi-depleted fields.
Represented a private auto dealership group in the merger of its dealership with the dealership of another group in the Colorado mountains.
Represented a public oil
gas company (NYSE) in its acquisition of an exploration
production business through a reverse triangular merger.
Reorganizations & Restructurings: Represented a joint venture engaged in the construction of pipeline infrastructure for residential development projects in (i) a workout with the joint venture's lender
the reorganization of the joint venture's capital
management structure, including conversion of a substantial portion of the debt to equity, (ii) the subsequent redemption of the lender's equity
further restructuring of the relationship among the joint venture's partners,
(iii) the ultimate buy-out of the minority partner, including acquisition financing to accomplish same.
Represented a large health care group engaged in providing interventional radiological services through numerous clinics in multiple states
other affiliated entities, all with disparate equity holders, reorganize its organizational, operational
ownership structure to streamline administration
better assist with regulatory compliance.
Represented a state pension plan in restructuring
acquiring control of a real estate investment joint venture.
Represented a non-stock corporation operated as a trade association for a global travel br
with stake holders across the world in its efforts to convert into a limited for-profit stock corporation.
Represented an aerospace company engaged in the development
commercialization of electric aircraft in the restructuring
merging with its a majority-owned subsidiary to better position it for a large capital raise, including complex governance
dissenter's rights issues related to the large stockholder base of the subsidiary.
Represented a real estate investment group in restructuring the ownership of various capital
profits interest in several special purpose entities
operating joint ventures, including related management fees
control rights.
Represented a Maltese company (publicly traded on the Maltese stock exchange) engaged in electronic payment processing in restructuring their U.S. operations, establishing
converting their U.S. subsidiary to a corporation, retaining executives
effecting a new capital structure, including equity incentive arrangements.
Represented a company engaged in selling indigenous products
developing digital signage split
bifurcate into two separate companies with disparate ownership, intercompany debt
cross-licensing in a tax efficient manner.
Represented a multinational Mexican public company (NYSE) in its reorganization
restructuring of approximately $3 billion in cement
aggregates assets located in the United States.
Represented a large, privately held Dutch biotech company in a complex reverse stock split transaction to consolidate ownership of its majority owned U.S. subsidiary.
Represented a public semiconductor company (Nasdaq) in connection with the reorganization of its entire capital structure, including the conversion of 'toxic preferred stock' to common stock
the retirement of its outst
ing debt.
Debt Financings: Represented a load stabilization technology company in a large insured intellectual property financing, involving multiple parties, including a collateral agent, placement agent, appraiser, insurance companies (who issued a policy with respect to the subject IP collateral)
several qualified institutional lenders.
Represented a biotech firm offering proprietary diagnostic testing for lung cancer in the renegotiation
amendment of its secured credit facility.
Represented a regional bank in connection with (i) a series of loans for the acquisition
operation of various solar co-generation facilities located in Minnesota, (ii) construction loans for solar projects in California,
(iii) credit facilities to fund various businesses focused on financing medical expenses of tort victims, including numerous amendments to such facilities.
Represented a natural resources company in negotiating
restructuring a $45,000,000 credit facility for acquisitions
operations.
Represented Lapmaster Group Holdings, a private company engaged in the manufacture, marketing, distribution
sale of lapping, grinding
polishing machines, in financing its strategic acquisition of all of the stock of a global German company through a complex structure of senior bank debt, including an enhanced revolving facility, subordinate mezzanine debt (with a related equity stake in the parent company)
seller debt (with a senior position on the German assets of the target), including various pledges
guarantees from certain legacy
newly acquired direct
indirect international subsidiaries (China, India, UK, Singapore, Japan).
Represented various lenders
borrowers in connection with establishing revolving credit facilities ranging from $5,000,000 to $100,000,000 to serve as warehouse lines for several short-term consumer loan businesses based on Tribal l
s.
Private Placements: Represented a green hydrogen business based in the mid-Atlantic in raising its first financing round through a SAFE offering.
Represented a medical device company that has developed an AI-based imaging system to improve minimally invasive surgery in its initial seed funding via a SAFE offering.
Represented a technology company that provides on-site, hybrid
multi-cloud disaster prevention
recovery software in numerous private placements of between $1 million
$10 million of preferred stock
convertible debt
warrants.
Represented a biotech company which has developed a proprietary method for delivering vaccines in a fast, efficient
affordable manner in several preferred stock financing rounds of between $3 million
$20 million.
Represented a private holding company engaged in the acquisition
operation of midstream oil
gas assets in connection with numerous institutional investments ranging in size from $30 million to $150 million, including related investments in the general partner, as well as several separate private placements of between $3 million
$15 million.
Represented a real estate developer in raising an aggregate of approximately $3.5 million in two separate preferred equity offerings to fund the renovation of a community ice rink
to construct an additional rink in another locations.
Represented a private geothermal exploration
development company in connection with several financings
institutional investments, including a $37 million draw down under the principal stockholder's credit facility, $35 million investment in senior secured convertible notes, $145 million investment in convertible preferred stock, $45 million investment in senior secured promissory notes
warrants
$105 million investment in convertible preferred stock
common stock.
Represented a private company engaged in commercializing its proprietary '4D' audio software
related technology in numerous private placements of preferred stock, common stock, convertible debt
warrants ranging in size from approximately $1 million to $5 million.
Represented a public holding company that owns
operates entertainment content (Nasdaq) in connection with its initial preferred stock
bridge loan financings to acquire a controlling interest in the assets of the Elvis Presley Estate
a subsequent credit facility to purchase 19 Entertainment, the owner of the IDOLS br
.
Represented various real estate, impact investment
other funds in offering their limited partnership
membership interests to investors as well as multiple starts-up
early stage growth companies (software, biotech, medical devices, aerospace, financial services, etc.), in raising capital through private placement transactions, including SAFEs, convertible notes, common equity
preferred equity.
Funds: Represented a sponsor in forming two hedge funds for investing in virtual power contacts on ISOs
RTOs.
Represented two different sponsors in connection with the formation of two private REIT funds ranging in size from $100,000,000 to $200,000,000 to acquire
operate multifamily apartments throughout the United States.
Represented several sponsors in forming private real estate funds ranging in size from $10 million to $60 million to acquire, flip
sell residential real estate in the Western United States, to develop (horizontally
vertically) commercial
residential projects in the Southeastern United States, to acquire
operate commercial property in the Denver metropolitan area
to purchase
finance mortgage loans.
Represented a venture fund formed to invest in socially responsible companies engaged in sustainable business practices.
Represented a publicly traded banking institution (NYSE) in connection with significant investments in a Community Reinvestment Act (CRA) compliance fund
in a fund focused on acquiring orphaned, non-core divisions of larger companies.
IP Licensing: Represented an internet-based automobile title registration business with a form library
massive database of tax
fee information in the development of various SaaS licenses for different market segments.
Represented a biotech company in licensing out certain of its patented diagnostic testing technology for cancer screening to an oncology research company in Ghana.
Represented a medical device company in the licensing, manufacturing
distribution of its patented acoustical percussor used by patients with chronic breathing problems for airway clearance.
Represented a '4D' audio software company in licensing out its proprietary software
licensing in certain audio engine tools for video game development.
Represented a personal lubricant business in the outbound licensing of its patented 'fertility friendly' vaginal lubricant technology.
Represented an auto recycling company in the outbound licensing of its proprietary management software for the vehicle dismantling
salvage industries.
Represented an e-commerce business in connection with the licensing
distribution of certain proprietary blog site software for the real estate brokerage industry.
Represented an agricultural R&D company in the outbound licensing of its patented biodegradable machine oil.
Represented a global, foreign biotech company in several complex multi-party, multimillion-dollar intellectual property cross-licensing transactions involving patented polymerases for identifying anti-microbial agents for use in preventative medicine
therapeutics.
Represented two biotech businesses in obtaining access to blocking
other mission critical technologies from third parties, including public research universities, as well as the outbound licensing of their patented technologies, which included targeted immunosuppressive therapies
drugs for organ transplantation
polymeric coatings for stints.
Represented a major fitness equipment manufacturer in the inbound licensing of certain mechanical inventions for incorporation into existing patented technologies.
Represented several entrepreneurial construction companies in the outbound licensing of various proprietary railing, wall
steel flooring systems.
Represented two financial services businesses in connection with the development
outbound licensing of their proprietary back office software programs for the securities
collection industries.
Joint Ventures: Represented numerous parties, whether contributing property (e.g., real estate, leases, intellectual property, licenses, etc.), capital or sweat equity, in negotiating
papering joint ventures, including all economic, management
exit rights as well as minority protections, to, among other things, develop
operate real estate projects, fintech assets, a medical travel concept. consumer products companies (pain creams, body wash, energy drinks, etc.), an auto dealership, a transcontinental gas pipeline, a bio diesel plant,
businesses to commercialize IP, including eco-friendly disinfecting fluids to eliminate bacteria, fungus
mold from agricultural products, acoustical percussors
next-generation lithium-ion batteries.
Manufacturing & Distribution: Represented several U.S.
foreign businesses in connection with domestic
international manufacturing
distribution of diverse products, including electronic propulsion systems, premium orthodontics, polymer coatings, diamond wire saws
diamond wire, biomedical waste disposal equipment, cardiopulmonary devices
supplies, intravenous fluid warmers, plunger lift systems for oil wells, concave surface printers, component wine racks,
plush toys.
The above representations were h
led by Mr. Huber prior to his joining Greenberg Traurig, LLP.
