In more than 30 years of practice, we have worked with a wide range of clients, in many industry segments, and in a broad range of transactions. Representative transactions include:
Entrepreneurial and Emerging Stage
A local entrepreneur asked us to help her start a new business. We helped develop the business plan, formed the limited liability company, helped negotiate the lease for her premises, and structured the initial equity and debt investment into the business.
High Tech Start-Up
A hi-tech startup needed $2,000,000 of venture capital financing. We negotiated the financing terms, documented the transaction, and closed the financing.
Real Estate Financing
A real estate developer needed legal help to develop a condominium project. We formed a limited liability company to finance the equity portion of the land acquisition, and worked with management to finalize the land purchase loan. When the bank foreclosed on the land loan due to the downturn in the economy, we worked with the senior lender for additional time for the developer to save the project.
Expansion and Growth Stage
A group of entrepreneurs started a luxury products business. We were brought in at the early stage. We assisted them in the start-up corporate work; structured and closed several rounds of financing (aggregating over $14,000,000); negotiated contracts with manufacturers; advised as to corporate governance issues; prepared executive employment contracts and an executive compensation plan; and worked with overseas counsel to open an office in Europe.
Inventory Financing Fund
An entrepreneur created a company to provide inventory financing services to companies selling their products via infomercials on television. We structured, documented and closed a private equity fund to provide the needed financing, and developed the contracts with the client’s customers, the infomercial media company, and the product fulfillment house to facilitate the flow of funds for the sale of the infomercial products. Ultimately over $40,000,000 of financing was provided for various clients using this structure.
An environmental firm needed $11,000,000 in expansion financing. We worked with the client’s board to set the terms, prepared a private placement memorandum, and closed a complicated financing that included short-term debt, equity infusion, debt conversion, and a rights offering to existing members, all in a difficult market.
Acquisition of Business
An Asian-based company wanted to acquire a U.S. seafood company that was for sale by auction. We worked with the buyer and their investment bankers to guide them through the auction process, help them win the auction bid, and then negotiate and close a complicated financing.
A software developer needed help selling a new mapping software package. We helped him negotiate the license of his product to a federal government agency.
Executive Recruiting and Compensation
A growth-stage company needed a new key executive for the management team. We worked with the executive and his attorney, established a set of terms including salary, bonus, and stock options, and prepared the necessary contracts for the executive.
Consulting Services Business
An environmental consulting firm requires ongoing contract negotiation help with multi-million dollar service contracts with major developers. We provided contract negotiation services, and helped the company expand its operations into several states.
Private Placements of Securities
An Atlanta based investment firm hired us to develop a convertible preferred stock financing structure for PIPEs transactions (private placements in public equity). Using this structure, we were able to help the firm raise over $50,000,000 for its clients.
A consulting company was faced with severe financial setback when several of its major clients cut back on multi-million dollar service contracts, due to the downturn in the stock market in 2008. We met with the client and its staff, and worked with the client’s management consulting firm to develop and implement a corporate reorganization strategy. As an integral part of this restructure, we developed a strategy to create cash flow by a series of licenses of intellectual property developed by the client.
A software development company wanted to develop a strategic plan to expand their business, retain the intellectual property they develop, and joint venture with other development partners to utilize and expand their intellectual property assets. We assisted in the strategic planning and contract negotiation to achieve that result.
Exit Strategy Stage
Sale of Business Division
A major manufacturing company wanted to sell an operating division. We represented the seller in the due diligence process, negotiation and closing of the sale.
Management Buy-Out of Business
The owner of a successful family-owned manufacturing business wanted to retire from the business, and the senior management wanted to buy the business. We negotiated the asset purchase contract and bank financing, and closed the transaction.
Entrepreneurial Sale of Business
A successful entrepreneurial team had grown their business to the level that attracted the attention of a nationally-known major corporation. The founders decided to sell the business. We negotiated the sale agreement, which included an earn-out provision for some years after closing. We closed the transaction and monitored the earn-out until the full purchase price had been paid. When a dispute arose as to the final earn-out amount, we were able to demonstrate that the buyer’s calculations were incorrect, resolved the dispute in the client’s favor, and avoided litigation.