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Experience2018-10-04T15:08:51+00:00

Venture Capital Transactions

  • Representing a healthcare billing software company in a $1.5 million Series A preferred stock investment.
  • Representing a health data analytics company in a $2 million convertible note financing.
  • Representing an interactive content creation software company in a $6 million Series B preferred stock investment.
  • Representing a specialty foods business in a $2 million Class B investment transaction.
  • Representing a video app developer in a $1.5 million convertible note financing.
  • Representing a software development company in a $9 million Series B preferred stock issuance to venture capital investors.
  • Representing a venture capital investor in the purchase of $5 million of preferred equity in connection with mid-stage equity financing of a consumer goods company.
  • Representing a media and entertainment company in obtaining a $5 million venture line of credit.

M&A and Corporate Restructuring Transactions

  • Representing an interactive patient care software company in the $5 million acquisition of the assets of a complementary business.
  • Representing an IT services company in the $8 million sale of its stock in a combined cash and equity deal.
  • Representing a healthcare texting service in a $25 million acquisition by a consumer health company.
  • Representing management in the $33 million leveraged buyout of a mobile advertising and mCRM company.
  • Representing an aerospace and defense firm in the spinoff of an operating division and subsequent restructuring of the firm.
  • Representing a government relations firm in a management buyout and restructuring.
  • Representing a European multinational corporation in the acquisition of a US patent services company.
  • Representing a software company in the contribution of $4 million in intellectual property assets to another software company in exchange for equity.
  • Representing a venture capital-funded biotechnology company in a $3 million capital restructuring transaction.

Debt and Mezzanine Transactions

  • Representing a restaurant chain in the extension and expansion of a $1.5 million senior secured term loan.
  • Representing an institutional investor in the provision of a $21 million senior secured term loan, a $10 million revolving loan and a common and preferred equity co-investment in connection with the acquisition and recapitalization of a document management company.
  • Representing a restaurant franchisor in the negotiation of $1.4 million in SBA-guaranteed loans.
  • Representing an institutional investor in the purchase of $10 million of subordinated notes and common and preferred warrants in connection with the acquisition financing of an over the counter pharmaceuticals company.
  • Representing an equity sponsor in the purchase of $15 million of senior subordinated notes and $4 million of common and preferred equity in connection with the acquisition of a private healthcare company, including the formation and capitalization of acquisition entity and the negotiation of secured and unsecured loan facilities.

Strategic Alliances and Joint Ventures

  • Representing a software development company in a strategic development agreement with a national retail pharmacy provider.
  • Representing several leading consulting firms in the negotiation of strategic affiliation agreements with major U.S. law firms and other professional entities.
  • Representing a defense-focused hardware and software developer in the negotiation of teaming and strategic affiliation agreements.
  • Representing a U.S. company in connection with a joint venture in the energy sector in the Middle East.
  • Representing a U.S. software company in connection with joint ventures in Germany and England.
  • Representing a bio-technology company in a joint venture with private investors and a university research laboratory.

Commercial Contracts and Licensing Arrangements

  • Representing several of the country’s leading strategic consulting firms in the negotiation of professional services agreements.
  • Representing a global leader in mobile health services in the negotiation of licensing and services agreements combining multiple technologies (including SMS text messaging, interactive voice, email, mobile apps, devices, and the web) in a hosted, managed “software-as-a-service” environment.
  • Representing a software development company in structuring license and development agreements relating to its “publish everywhere” platform across multiple platforms and devices in the cloud computing environment.
  • Representing a software development company in structuring and negotiating software license agreements with healthcare providers across the U.S.
  • Representing a software developer in an outsourcing arrangement with a software development company in India.
  • Representing a five-star restaurant in the structuring and negotiation of a national roll-out and licensing arrangements.
  • Representing a software development company in the structuring of cooperative software development agreements with third parties, including license and license-back arrangements, and in the negotiation of exclusive and non-exclusive distribution and marketing agreements.

Partnership and Operating Agreements

  • Representing numerous consulting, lobbying, and other professional services firms in the drafting of partnership and limited liability company operating agreements, addressing all issues relating to the formation, governance, and economic arrangements.
  • Representing both investors and sponsors in the formation and structuring of limited liability companies and limited partnerships in the hedge fund, private equity and real estate investment fields.

Corporate Start-Up and Shareholders Agreements

  • Assisting corporations in a wide variety of industries with all aspects of corporate start-up activities, including drafting articles of incorporation, bylaws, stock option plans, stock option grant agreements, licensing and qualifications, customer and supplier contracts, and handling other related matters.
  • Negotiating all aspects of shareholders agreements, including governance matters, special approvals, restrictions on transfer, rights of first refusal and first offer, redemption rights, pre-emptive rights, drag-along and tag-along rights, buy-outs and buy-back rights, puts and calls, anti-dilution provisions, and many other issues and arrangements.

Employment Agreements

Representing several companies in the negotiation of senior management employment agreements, including compensation packages, termination provisions, non-compete and non-solicit arrangements, severance, and other key terms of employment.

Non-Profit Organizations

Representing major non-profit organizations in connection with corporate matters and applications for exemption before the Internal Revenue Service.