EXPERIENCE HIGHLIGHTS

Corporate Mergers & Acquisitions

• Represented dental group in connection with a private equity investment structured through a management services organization model, including negotiation of management services agreements, practice acquisition terms, and equity rollover into the MSO platform.

• Represented sellers in $55 million sale of a technology services company through a stock transaction to a private equity–backed acquirer for a combination of cash and rollover equity.

• Represented oilfield services manufacturer in negotiating an eight-figure purchase option granting a distributor the right to acquire the company, including negotiation of a definitive asset purchase agreement in advance as part of the option structure.

Financings and Credit Transactions

• Represented issuer in the issuance of taxable variable-rate demand notes backed by a bank letter of credit, pursuant to which the bank provided both liquidity and credit support and entered into a reimbursement credit agreement with the issuer. Proceeds were used to fund life insurance premiums, and the obligations under the indenture were secured, in part, by an assignment of the related life insurance policy and other collateral.
• Represented borrower in negotiating a $215 million syndicated credit facility in connection with an internal corporate reorganization, including structuring and implementing the reorganization and revising financing documentation to support the post-reorganization structure, and negotiating amendments to affiliate real estate loan agreements with a separate lender to reflect the reorganization and updated guarantor structure.
• Represented borrower in connection with a $25 million affiliated-party loan to a member trust, including negotiating amendments to borrower’s credit facility to permit the transaction and modifying covenants to accommodate the loan.
• Represented borrower in connection with a private equity–backed leveraged acquisition, including negotiation of mezzanine financing and subordinated debt documentation as part of a capital structure consisting of senior debt, mezzanine debt, and rollover equity.

Private Investments and Family Office Representation

• Represented investor in connection with a SAFE investment in an early-stage technology company, including review and negotiation of investment terms, side letter arrangement and related advisory agreement.

• Represented family office in connection with multiple minority equity investments in real estate development projects, including review and negotiation of operating agreements, subscription agreements and private placement memoranda, and formation of affiliated investment vehicles for pooled family member participation.

Commercial Contracts and Operating Agreements

• Represented franchisee in connection with the acquisition and operation of a franchised sports training business, including negotiation of the franchise agreement and related startup and operational documentation.
• Represented various clients in negotiating office and warehouse leases, including landlord work letters, operating expense pass-throughs, renewal options, and assignment and subletting provisions.
• Represented oilfield services manufacturer in negotiating and structuring domestic and international distribution agreements, including pricing, territory, and exclusivity provisions.