For Business Owners

Mergers, Acquisitions, and Ownership Transfers

Sell-Side

• Negotiated, structured, and drafted the instruments to purchase and closing on the sale of a privately-held corporation that sells, installs, and programs controls for commercial HVAC systems. The company was initially formed for the client as closely-held corporation with two shareholders. It was subsequently sold to the shareholder-employee who purchased 100% of the stock and now operates as a wholly-owned business venture.

• Negotiated, structured, and drafted the instruments to sell and close on the buy-out of a shareholder from a family owned business. The deal was structured with incremental payments security agreements to compete the total amount of payments on-time.

• Negotiated, structured, and drafted the instruments to contract for the sale and conduct the simultaneous closing of all three hotels along with transfers of their national brand franchise/membership agreements. The parallel transactions were structured as asset sales and included the sale and conveyance conveyance of the underlying real property.

• Negotiated, structured, and drafted the instruments for closing the sale of a retail business on a prime city corner location, the transfer of a business license, and the conveyance of the fee interest in the underlying real property. The deal was structured with seller-financing and included security instruments that aligned the seller’s and the buyer’s interest so that the seller-client would receive a series of buyout payments as a condition to the full transfer of all personal property, licensing, and real property assets.

• Negotiated, documented, and closed a favorable buy-out of a member of a closely-held LLC that provides management services for multiple business locations. When the issue of minority shareholder/member oppression was presented in a reasoned demand letter with factual support and the legal position briefed, two of the existing members returned the client’s initial capital investment, added a significant upside margin, and agreed to the buyout via a secured transaction. The buyout also allowed the client to avoid a capital call for the LLC’s to fund the time-sensitive purchase of a new target within the time to complete exchange requirements.

Buy-Side

• Formed a new company and negotiated, structured, and drafted the instruments to purchase and close the acquisition of a resort in northern Michigan, including 3.5 acres property on the Great Lakes shoreline, 10 cabins, a fleet of fishing boats, and the the transfer of a bottomlands permit allowing the new owner to operate a commercial dock in the Great Lakes as a part of the resort business.

• Structured, documented, and closed on the purchase of a storage business in a central local for Midwest regional commerce for an owner with experience in the moving industry. The business purchase deal included 5 separate parcels of property with commercial buildings and a house that operates as an on-site residential rental.

• Buyer-side services also included the formation of a new operating company and the development of customer agreements that allow for the creation of secured interests in favor of the new owner as allowed by law.

• Evaluated an offer for a title agency to buy-in via a subscription agreement to a form of joint venture using a closely-held LLC that offered multiple classes of membership, each with its on voting rights. Identified concerns with the structure as presented when placed in context of industry regulations and provided a summary of the benefits and risks of entering the venture as proposed.

• Evaluated the potential purchase of a main street business with historical significance. Formed a special purpose company for the potential acquisition of the business assets and for exploring a long-term lease with the City. Developed an initial offering for public-private partnership to complete the abatements, return the space to it original condition from the late 1890s, and add improvements and maintenance that have been lacking for the past 50 years. Identified sources of grant funding for the potential public-private partnership. Due diligence uncovered many unexpected findings, including the listing broker’s conflict of interest and the lack of documentation of claimed prior abatement.