• Securities

    Initial public offerings:

    • Represented the oldest curtain wall company in the U.S., Flour City International (FCIN) in an initial public offering. Work included due diligence with subsidiaries and local counsel in six countries, preparing registration statement, responding to SEC comments, preparing listing application, negotiating underwriting agreement, and preparing legal opinion.

    • Represented a computer software company, Prologic Management Systems (PRLO) in an initial public offering. Work included due diligence, preparing registration statement, and responding to SEC comments.

    • Represented a premium dessert company, Legacy Brands (registration withdrawn) in an initial public offering. Work included due diligence and preparing registration statement.

    Spin-offs:

    • Represented a leading educational tour operator and wholly-owned subsidiary, Ambassadors Group (EPAX) from its public, reporting company parent, Ambassadors International (AMIE). Work included preparing separation agreements, responding to SEC and NASDAQ comments, preparing listing application, and advising on public, reporting company obligations.

    PIPEs:

    • Represented a leading security and inspection systems, optoelectronic devices and value-added subsystems, and medical monitoring and imaging products company, in a PIPE transaction. Work included negotiating and documenting stock purchase agreement, preparing registration statement, and coordinating effectiveness with SEC.

    Shelf registrations:

    • Represented a manufacturer of products used in electronic printing, facsimile machines and analog and digital copiers in a $34 million shelf registration. Work included due diligence, preparing registration statement, and responding to SEC comments.

  • Mergers and Acquisitions

    • Represented a leading restaurant chain in a $20+ million sale of restaurant assets in the Western U.S. Work included extensive due diligence, lease review, structuring, negotiating and documenting the transaction, preparing the asset purchase agreement and supporting documents, and preparing the legal opinions.

    • Represented the seller in the sale of beauty schools. Work included extensive due diligence, lease review, structuring, negotiating and documenting the transaction and preparing the asset purchase agreement and supporting documents.

    • Represented the seller in an $85 million sale of several radio stations to a leading media company. Work included extensive due diligence, structuring, negotiating and documenting the transaction and preparing the asset purchase agreement and supporting documents (did not close).

    • Represented the acquirer in a reverse triangular merger involving two leading web press and data processing private companies and a public, reporting company, Color Imaging (CIIG). Work included due diligence, structuring, negotiating and documenting the transaction, preparing the merger agreement, and preparing and filing the merger documents in three states.

    • Represented the acquirer in a triangular merger between a private auction and hotel supply company and a public, reporting company, Designer and Decorator Holdings (DDHI). Work included due diligence, structuring, negotiating and documenting the transaction, preparing the merger agreement, and preparing and filing the merger documents in two states.

  • Finance

    Loans/lines of credit:

    • Represented a computer reseller, in a $200 million line of credit transaction. Work included due diligence, negotiation and documentation of loan agreement and related documents, and preparation of legal opinion.

    • Represented a chipset manufacturer, in a $10 million line of credit transaction. Work included due diligence, negotiation and documentation of loan agreement and related documents.

    • Represented the debtor in a $50 million senior and subordinated debt restructuring with Goldman Sachs, as the lender. Work included extensive due diligence, structuring, negotiating and documenting revised loan agreement and numerous supporting documents and preparing legal opinions.

    • Represented a regional theater chain in a line of credit transaction. Work included due diligence, negotiation and documentation of loan agreement and related documents, and preparation of legal opinion.

  • Real Estate

    Leasing:

    • Represented a leading restaurant chain in landlord-tenant commercial lease negotiations for various restaurant locations. Work included structuring, negotiating and documenting commercial leases and related documents.

    • Represented a leading coffee franchisee in landlord-tenant commercial lease negotiations with a major Las Vegas casino. Work included advising on and documenting commercial lease.

    • Represented landlord in landlord-tenant commercial lease negotiations with Starbucks Coffee. Work included negotiating and documenting commercial lease.

    Acquisitions/Dispositions:

    • Represented the seller of vacant land in a $60 million sale to a real estate firm (transaction did not close). Work included due diligence, review of property reports, negotiating and documenting the purchase and sale agreement and related exhibits.

    • Represented the buyer of land with some improvements from the seller, KB Home. Work included due diligence, review of title and survey, review of property reports, negotiating and documenting the purchase and sale agreement and related exhibits.

    • Represented the buyer of an office building in a $30+ million purchase from Arden Realty. Work included due diligence, review of title and survey, review of property reports, and tenant estoppels.

    • Represented the seller of a Beverly Hills office building in a $50+ million record setting sale to a private investor. Work included due diligence, review of property reports, and preparation and review of tenant estoppels.

    Finance:

    • Represented a storage company in structuring the investment vehicle and obtaining financing through a multi-state private offering of securities. Work included forming LLC, negotiating and preparing operating agreement, preparing private placement memorandum, and preparing subscription documents.

    • Represented a real estate group in structuring and limited partnership formation. Work included structuring, negotiating and documenting arrangement via limited partnership agreement.

    • Represented a real estate firm in Investment Adviser registration for activities relating to its real estate funds. Work included due diligence on business activities, review of SEC filings, analysis of 1940 Act, and preparing and filing Form ADV.

    Construction:

    • Represented the oldest curtain wall company in the U.S., Flour City International (FCIN) in a construction transaction. Work included advising on construction agreement and related exhibits.

  • Technology

    • Represented an entertainment company with respect to trade agreements. Work included negotiating, drafting and closing joint-venture, distribution, and development agreements.

    • Represented a raster imaging company with respect to all trade agreements. Work included negotiating, drafting and closing joint-venture, and licensing agreements.

    • Represented a chipset technology company with respect to certain trade agreements. Work included negotiating licensing agreements.

  • Employment

    • Represented Legacy Brands in employment matters. Work included drafting and negotiating all employment, consulting, and stock option agreements.

    • Represented Ambassadors Education Group (EPAX) in employment matters. Work included drafting and negotiating all employment and consulting agreements, and incentive compensations plans, including stock option agreements.