Representative Transactions

Mergers & Acquisitions

• $500M acquisition of public chemical company. This transaction involved a stock sale requiring the preparation of S-4.
• $350M divesture of business unit of semiconductor company. Special intellectual property counsel. This transaction involved complex cross licensing of technology and patents.
• $175M sale of digital media company. This transaction involved a stock sale, intensive technical due diligence, complex indemnification provisions, escrow issues, an earn out and the preparation of a comprehensive disclosure document to the seller’s stockholders.
• $40M sale of uniform manufacturer and rental company. This transaction included the purchase of manufacturing facilities in Puerto Rico.
• $36M acquisition of public medical device company. This transaction involved a stock sale requiring preparation of S-4.
• $36M sale of open source company. This transaction required a sophisticated understanding of the complex issues relating to open source software.
• $32M sale of traditional manufacturing company. This transaction was structured as an asset deal requiring strategic plan to organize and categorize the assets, liabilities and third party agreements.
• $20M-$2M series of acquisitions for limousine company. The acquirer was a public company and the deals involved various FCC and employee issues. Additionally, the deals included complex indemnification, escrowing issues and earn outs.
• $20M-$2M series of acquisitions for public hospitality company. These transactions required a detailed understanding of the financial condition of each acquired company and the expertise to assist in the financial due diligence.
• $20M sale of waste management business. This transaction included settling pending litigation and resolving local and federal environmental issues.
• $15M sale of waste management business. This transaction demanded command of local and federal environmental issues.
• $10M acquisition of private chemical company. This transaction required the use of multiple earn out calculations.
• $10M sale of lawn care business. This transaction included significant tax, employee, environmental and indemnification issues.
• $6.5M acquisition of public publishing company. This transaction required the management of diverse shareholder group.
• $3.0M sale of a private software company. This transaction involved the spin off of a separate business of seller and software cross licenses.
• $2.5M sale of private publishing company. This transaction required multiple purchase price adjustments and the negotiation of consent from a business competitor of purchaser.
• 2.0M acquisition of lumber distributor. This transaction required complex provisions regarding inventory audit and purchase price adjustments.

• $135M Credit and DIP Facility to major discount retailer
• $30M Revolving Credit Facility to a Printing Company
• $10M Working Capital Loan to a Diamond Distributor
• $7.5M Line of Credit to a High Tech Company
• $10M Acquisition Line to a National Optical Company
• $10M Working Capital Facility to Regional Golf Retailer
• $10M Working Capital Facility to Regional Casual Clothing Retailer
• $4M Line of Credit to a Distributor of Fresh Produce
• $6M Construction to Permanent Loan for a Maritime Facility
• $1.2M Line of Credit to a Manufacturing Company
• $3,360,000 Construction to Permanent Loan for a Seafood Processing Center
• $5M Term Acquisition Loan to a Medical Specialty Company
• $2M Working Capital Line of Credit to a Technology Company
• $6M Line of Credit to a Manufacturing Concern
• $6M Line of Credit to a Food Distributor

Litigation

• Obtained injunction against departing employee who took client lists and other trade secrets to his new employer.
• Successfully defended $300 mm financial services company at preliminary injunction phase in a trademark dispute. Significant legal issues included the doctrine of natural expansion as it applies in the financial services industry after enactment of the Gramm Leach Bliley Act.
• Successfully represented $200 mm automotive industry OEM in obtaining an injunction against its prime competitor for theft of trade secrets and inducing violation of a confidentiality agreement. Obtained preliminary injunction in Michigan state court preventing competitor from continuing to employ former employee of our client.
• Successfully represented $20 billion worldwide manufacturing company in trade secret case involving the hiring of a senior executive.
• Successfully obtained defense verdict, after 5 day jury trial, for a securities broker-dealer, in a case involving claims of securities fraud, unsuitability, negligence and violation of the state consumer protection act. Plaintiff alleged that broker lost all of minor, disabled son's money that had been obtained from a tort settlement to provide for his serious medical and educational needs.
• Successfully defended a major turbine manufacturer against a $500 million dollar breach of contract claim alleging failure to build a merchant power plant.
• Successfully defended lead underwriter in $70 million class action claim in Federal District Court by the preferred shareholders of a failed savings and loan institution.
• Successfully represented a general contractor in a dispute with a top liberal arts college arising out of the construction of a $36 million student union. Positioned the case for prelitigation resolution resulting in a seven figure settlement for the client.