Mergers & Acquisitions
Counsel to Alta Equipment in SPAC Transaction, IPO, and Eight Subsequent Acquisitions
Represented Alta Equipment Holdings, Inc. in its business combination with B. Riley Principal Merger Corp. on February 14, 2020, forming a leading publicly traded equipment dealership platform. The business combination had a pro forma enterprise value of approximately $540 MM. Following the combination, represented Alta in eight subsequent acquisitions. Significantly, the deal was at the forefront of the 2020 resurgence of the special purpose acquisition company (“SPAC”) transactions and was one of the early Michigan based SPAC transactions. Since the Alta transaction, and other local SPAC transactions, the entire country has seen huge growth in the SPAC market.
Counsel for Large Regional and Community Banks in Mergers & Acquisitions
Represented large regional and community bank clients in applications for approval of mergers and acquisitions of bank and non-bank entities.
Counsel on Mergers & Acquisitions
Multiple sell-side and buy-side M&A transactions, including founder-owned businesses, strategic investments, sponsor-backed transactions, and corporate carve-outs.
Counsel to MSOs in Acquisitions
Represented multiple MSOs in the acquisition of non-clinical assets and non-clinical management of medical practices.
Counsel to Numerous DSOs in Acquisitions
Represented multiple DSOs in the acquisition of non-clinical assets and non-clinical management of dental offices.
Counsel on Add-On Acquisitions
Add-on acquisitions for Safety Technology Holdings (Humanetics), including AeroSense and OpTek.
Counsel to Specialty Orthopedic Practice
Reorganization and sale of specialty orthopedic practice, management group, and ancillary businesses.
Power Project Funding
Provided local counsel with respect to several billion dollars in acquisition financing or refinancing of power project funding.
Counsel to Franchisees
Represented franchisees for various national franchises on numerous issues including the sale and acquisition of existing franchises.
Counsel to Continental Cafe in Recapitalization and Acquisition Matters
Represented Continental Cafe, LLC, a Troy, Michigan based food services supplier, in its recapitalization and investment transaction with New Heritage Capital Partners in January, 2017, as well as in its five subsequent add-on acquisitions from 2017 to 2019.
Acquisitions by Nasdaq Traded Manufacturing Company
Counsel to a Nasdaq traded manufacturing company on numerous acquisitions as part of an industry rollup in multiple states. The enterprise value was in excess of $100MM.
Multi-State Acquisition Rollup
Counsel to industrial service provider in a multi-state acquisition rollup of six industrial service provider companies. The enterprise value was in excess of $100MM.
Counsel to Samson & Surrey
Formation and ongoing representation of Samson & Surrey Holdings Luxembourg, S.à.r.l., an artisanal spirits producer, including acquisitions of Few Spirits, Blue Coat Gin, Brenne Whisky, Widow Jane Whiskey, Mezcal Vago, and Tequila Ocho. Representation also included debt and equity investments and general legal matters.
Acquisition of Automotive Dealerships
Lead counsel in acquisitions and sales of automotive dealerships.
Tax Planning for Mergers & Acquisitions Transactions
Represented numerous private entities in tax planning for domestic and international M&A transactions.
Mergers & Acquisitions Financing
Represented numerous borrowers in M&A financing.
Counsel to BAMKO
Represented BAMKO, Inc., in its sale to Superior Uniform Group, Inc. (NASDAQ: SGC).
Counsel in Sale of Assets
Represented bankruptcy trustee in sale of assets of Penthouse Global Media, Inc. to WCGZ Ltd. of the Czech Republic, including worldwide licensing of intellectual property.
Representation of Gnutti Carlo in Acquisition
Represented Gnutti Carlo, a U.S. subsidiary of Gnutti Carlo S.p.a. of Milan, Italy in its acquisition of MS Industries USA subsidiaries’ heavy truck and bus engine component business in the U.S.
Counsel in Equity and Asset Sales
Represented sellers and purchasers in over $100MM in equity and asset sales involving franchises, restaurants, construction, manufacturing, and other commercial enterprises.
Counsel to AON Risk Services
Represented Aon Risk Services in multiple strategic acquisitions and divestitures.
Mergers & Acquisitions
Handled numerous merger and acquisition transactions for privately held companies in various industries, including automotive, medical, aerospace, specialty chemicals, general manufacturing, and distribution.
Counsel for Acquisitions in Chicago Opportunity Zones
Counsel to regional developer in acquisition, development, and financing of multiple mixed-use buildings in Chicago Opportunity Zones.
Counsel to Cambridge Consulting in Sale
Represented Cambridge Consulting Group, LLC in its sale to NFP, a leading insurance broker and consultant based in New York City.
Acquisition of Retail Store Locations
Lead counsel to multiple Midwest cell phone master dealers in acquisition of retail store locations and continuous on-going day-to-day operations.
$35MM Sale to Cryptocurrency Exchange Platform
Represented a FINRA licensed broker-dealer in its sale of its membership interest to one of the largest cryptocurrency exchange platforms for approximately $35MM.
Representation of Esys Automation in Sale to JR Automation
Represented Esys Automation, a full-service automation solutions provider to the automotive industry in its sale to JR Automation, a portfolio company of Crestmark Partners, a private equity firm.
Representation of CEC Controls in Sale to United Kingdom Company
Represented CEC Controls Company in its sale to a publicly traded multinational corporation based in the United Kingdom.
$40MM Acquisition of Intellectual Property Valuation Services Division
Represented one of the largest insurance brokers in its acquisition of an intellectual property valuation services division in a law firm for approximately $40MM.
$80MM Acquisition of Medical Device Company
Lead counsel in the $80MM acquisition of a thermoplastic medical device company on behalf of a specialty plastics company.
Counsel to Nevada Charter School in Acquisitions and Other Matters
Lead counsel to a Nevada charter school in the following matters: (1) $8.4MM and $3MM acquisitions of campuses in Las Vegas and Henderson, Nevada; (2) leasing of three campuses for 20 to 40 years; (3) construction of a new school facility on Nellis Air Force Base; and (4) numerous other matters, including student discipline, employment, public procurement, vendor, special education, and compliance matters.
$100MM Debt and Equity Refinancing
Represented a large equipment handling company in its debt and equity refinancing for approximately $100MM.
Sale of Welding Products Manufacturer
Represented a welding products manufacturer in its sale of assets to a strategic buyer for approximately $10MM.
Counsel to Receiver
Counsel to receiver concerning failed consumer lending entity and formation of new entity to utilize its limited assets to generate substantial recovery for creditors.
$25MM Acquisition by National Nonprofit Health Club
Counsel to national nonprofit health club operator for $25MM acquisition and redevelopment of new headquarters complex, including negotiation and drafting of maintenance agreements, zoning variance planning, commercial leases, and parking facility sharing arrangements.
Acquisition by Blue Wing Capital
Represented Blue Wing Capital Partners in its acquisition of Southern Soil Turf Management Company.
Counsel to Non-Profits
Advised non-profit entities on complex dissolutions, mergers, and conversions.
Sale of Manufacturer
Lead counsel in the sale of an aftermarket truck accessories manufacturer based in Michigan.
Sale of Tier I Manufacturer
Lead counsel in the sale of a Tier I automotive prototype manufacturer based in Michigan.
Acquisition of Dental Supply
Lead counsel to a dental supply company for add on dental supply acquisition.
Representation of Fortune 100 Company
Representation of a Fortune 100 public company in litigation relating to M&A transactions.
$90MM Sale to Private Equity Firm
Representation of a Tier I automotive supplier company sale to a private equity firm for approximately $90MM.
Regulatory Counsel on Sale of Life and Annuity Insurer
Acted as regulatory counsel on sale of an Illinois-domiciled life and annuity insurer to an Arizona-domiciled insurance group, including regulatory filings and approvals.
Sale of Distributor
Lead counsel in the sale of a large regional distributor of power generators.
Sale of Specialty Heat Treating Business
Lead counsel in the sale of a specialty heat treating business based in Michigan.
Representation of ThyssenKrupp in Sale of TWB Company
Represented ThyssenKrupp in the sale of its ownership interest in TWB Company, LLC to Wuhan Iron and Steel (WISCO).
Representation of Mag Americas in Sale
Represented Mag Americas in the sale of its aerospace business to fives, a French private equity firm.
$135MM Sale of Hydroponics Manufacturer
Represented a privately held hydroponics manufacturer in its sale of assets to a publicly traded company for approximately $135MM.
Sale of Tier I Automotive Supply Company
Lead counsel in the sale of a Tier I automotive molding supply company based in Toledo, Ohio.
Sale of Supplier
Lead counsel in the sale of a leading supplier of specialty/proprietary fasteners.
Joint Venture – Automotive Industry
Lead counsel in joint venture formation between a leading Japanese automotive supply company and a U.S. product development firm.
Sale of Automotive Supply to Japanese Based Company
Lead counsel in the sale of the division of a U.S. automotive supply company to a Japanese based company.
Acquisition and Sale of Netherlands Based Manufacturer
Lead counsel in acquisition and subsequent sale of one of the leading worldwide manufacturers of poultry processing machinery and equipment based in the Netherlands.
Lead Counsel in $85MM and $32MM Acquisitions of Real Estate Portfolios
Lead attorney in acquisition of $85MM and $32MM real estate portfolios involving multiple operating manufactured housing communities throughout the U.S.
Sale of Leading Manufacturer of Window and Door Products
Lead counsel in the sale of a leading nation-wide manufacturer of products for the window and door hardware industry (including the foregoing group of companies) based in Hazleton, Pennsylvania.
Lead Counsel in Acquisition of Tier I Automotive Stamping Manufacturers
Lead counsel in acquisition of Tier I automotive stamping manufacturers based in Troy and New Baltimore, Michigan and Windsor, Ontario.
Sale of U.S. Software Firm to French Firm
Lead counsel in the sale of a leading U.S. based software development firm, that specializes in computer aided design software for virtual prototyping and robotic simulation, to a leading French software development firm.
Acquisition of Window and Door Manufacturers
Lead counsel in the acquisition of window and door hardware manufacturers based in both North Carolina and Mississauga, Ontario.
Lead counsel in the acquisition of a manufacturer of solid surface countertops.
Lead Counsel in Acquisition of Automotive Stamping Manufacturer
Lead counsel in the acquisition of an automotive prototype stamping manufacturer based in Harrison Township, Michigan.
Lead Counsel in Acquisition of Automotive Trim Manufacturer
Lead counsel in the acquisition of automotive trim manufacturer of door panel inserts based in Owosso, Michigan.
Sale of U.S. Based Software Firm to Japanese Based Firm
Lead counsel in the sale of an interest in a leading U.S. based software development firm, who specializes in computer aided design software for virtual prototyping and robotic simulation, to a Japanese based firm.
Acquisition of Ontario Manufacturer
Lead counsel in the acquisition of a fastener hardware manufacturer based in Brampton, Ontario.
Acquisition of Gold and Diamond Merchant
Lead counsel in the acquisition of a gold and diamond merchant company based in New York, New York.
Acquisition of Die Casting Manufacturers
Lead counsel in the acquisition of zinc and aluminum die casting manufacturers based in both Virginia and Pacoima, California.
Lead counsel in the acquisition of interest in a mid-sized printing manufacturing company.
Acquisition of Automotive Manufacturer
Lead counsel in the acquisitions and sales of several automotive coatings manufacturers.