Corporate / Mergers & Acquisitions

• 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

• 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
• Acted as 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
• Acted 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