Corporate/Mergers & Acquisitions

Team Leaders

Team Leader

Bryan K. Prosek

Member

bryan.prosek@steptoe-johnson.com

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Overview

Steptoe & Johnson’s corporate attorneys assist energy, healthcare, manufacturing, engineering, technology and financial clients in all aspects of corporate and transactional law. Team attorneys provide guidance on everything from the selection of the most advantageous structure for a business to complex corporate issues and proactive advice on day to day operations, corporate governance and application of fiduciary duty standards. Our goal is to develop long term relationships with clients and serve as trusted, strategic advisors on both legal and business issues.

Representative Deals

Owner's counsel in wastewater treatment plant construction
International owner's local counsel in chemical plant expansion
Purchaser counsel for coal supply agreement
Bond counsel for a national organization in financing capital costs
Owner counsel in the creation of assessment district
International partner counsel in formation of aluminum joint venture
International partner counsel in formation of chemical plant joint venture
Owner's counsel in manufacturing plant construction project
Owner's local counsel in wind farm development project
Company counsel with 487 investors in 27 states
Owner's counsel in research, design, and construction of tire recycling facility
Owner's counsel for new manufacturing facility and related incentives
Company counsel in negotiation of credit facility
Underwriter counsel in restructuring of debt

Representative activities include:

Mergers, Acquisitions & Divestitures

Asset and stock acquisitions or sales
Choice of entity counseling
Due diligence investigations and counseling
Mergers and tender offers
Spin-offs of operating divisions and business segments
Leveraged transactions
Obtain federal/state regulatory approval, including pre-merger filings

General Corporate & Securities

Entity formation and start-up
Corporate governance
Federal and state securities law compliance
Securities offerings
Venture capital financing
Private equity transactions
Counseling new, emerging, and mature businesses
Protect valuable intellectual property assets

Representative Experience

Advised clients on how best to comply with federal and state law when opening craft breweries in the state of Ohio
Incorporated various branch locations for a state-chartered bank in the eastern panhandle of West Virginia
Assisted in drafting corporate supply chain documents and re-negotiation with contractor group of various transactional agreements
Assisted lenders in negotiation and documentation of conventional and derivative financing totaling in excess of $3.5 billion
Assisted title insurance company and its clients in the closing of numerous commercial transactions involving properties situated in West Virginia having an aggregate value in excess of $30 million
Documented and negotiated middle-market and large-ticket equipment lease and loan transactions for commercial, government and non-for-profit customers. Transactions ranged from $200,000 to $90 million. Substantial experience in financing for business aircraft and brown-water vessels, tax-exempt equipment financing for state and local governments and equipment financing for not-for-profit organizations by conduit structures
Negotiated, drafted, and closed a multi-million-dollar international joint venture and equity transaction between European and United States-based businesses
Buyer’s counsel for purchase of a professional soccer team
Completed commercial credit facility of $50 million as borrower’s counsel for a national industrial manufacturer
Recapitalized a national manufacturer with more than $33 million in senior credit facilities to fund future growth, lower its cost of capital and fund a shareholder distribution
Represented a beverage bottling company in its sale to a major international company for approximately $360 million
Represented a privately held company in the sale of private prison facilities to a publicly-traded company for approximately $180 million
Negotiated on behalf of a client a $250 million line of credit from a nationally recognized banking institution
Represented an independent insurance agency in the sale of its equity to private equity-backed insurance agency company for over $30 million
Acts as outside general counsel for a closely held family business in a variety of investments in hedge funds, private equity, privately held companies, and a variety of other investment vehicles totaling over $5 billion
Represented private equity funds focused on the food industry in the investment of approximately five companies for an aggregate investment exceeding $100 million
Represented an aerospace private equity fund in the purchase of various aerospace companies in multiple transactions totaling more than $350 million
Guided a privately held software company and its members through its divestiture to a public company for approximately $60 million
Represented a privately held car warranty company in the sale of assets to a private equity-backed portfolio company for approximately $54 million
Represented a private equity-backed portfolio company in the purchase of several car warranty companies in multiple transactions totaling more than $120 million
Represented a family office in the sale of over 60 pizza franchises to another franchisee for over $50 million
Represented a book publishing company in the sale of its assets to a private equity-backed portfolio company for over $30 million
Represented a privately held oil and gas services company in the sale of equity to a publicly traded oil company for $85 million
Represented a client in a $250 million investment from a large private equity group to start an oil and gas mineral fund
Represented an oil and gas client in mezzanine loan financing in excess of $75 million
Represented an oil and gas client in the sale of oil and gas equipment for more than $150 million in three separate transactions
Represented an oil and gas services company in the sale of equity to a publicly-traded company for approximately $285 million
Represented a successful manufacturing company and its shareholders in divestiture of its assets to an Irish public company for $385 million
Represented a privately held bank in a merger with another bank for approximately $45 million
Represented a real estate client in a private placement offering of over $100 million to purchase commercial and mixed-use real estate properties
Represented a real estate fund in the purchase of various farms, ranches, and other rural real estate located in Texas, Oklahoma, Colorado, and Kansas for aggregate purchase price of over $100 million
Represented a health care services company in its sale to private equity-backed portfolio company for approximately $32 million