Highlighted Case Studies
Recapitalization + Related Negotiations for a UK Tech Company
We advised a UK-based technology company in the renewables space with significant U.S. operations in a series of transactions to recapitalize its debt and equity structure in the second quarter of 2017 and the first quarter of 2018, helping them manage through a cash shortage until their promising technology could start to produce a profit.
This was accomplished through re-negotiating several million dollars in secured venture debt to extend payment terms and to provide that one-half of the debt will automatically convert to equity upon certain conditions. Another important aspect was re-negotiating several million dollars in additional secured debt owed to building contractors to provide for extended repayment and to exchange the majority of the outstanding debt for warrants to acquire equity in the company. We also assisted in negotiating a new multi-million dollar senior secured credit facility with venture lenders.
Sale of Food Safety Consulting and Research Business
Our client, a food safety consulting and research business, sought our advice for its sale to a private-equity fund in 2017, and we provided them with assistance from letter of intent to closing, as well as post-closing personal and estate planning.
This assistance included deal structure and strategy, terms of earn-out and contingent consideration, and advice on applying working capital adjustment to a cash-basis company. We also provided guidance on tax strategy, risk mitigation, and transition issues, and assisted with post-closing estate and tax planning for the client’s family.
Acquisition, Refinancing, and Spin-off of Non-core Assets for West Virginia-based Beverage Distributor
We assisted a growing West Virginia-based beverage distributor through a series of strategic transactions in 2016 and 2017, including the acquisition of distribution rights, real estate, and inventory from a distributor in an adjacent territory with operations in two different markets in West Virginia. This acquisition made our client one of the largest beverage distributors in the state.
Our assistance included the negotiation of a new credit facility to finance the acquisition and to re-finance existing debt, as well as the sale of distribution rights and inventory of our client’s Ohio and Kentucky franchises. We also provided guidance on the reorganization of their corporate structure in order to permit more streamlined post-closing operations and additional future growth, as well as tax strategy and transition issues.
Sale of Software Developer to Private-Equity Sponsored Competitor
While advising No Surprises Software, Inc. (dba Viewabill) on the sale of its professional services billing solutions technology business to Mitratech in early 2016, we provided assistance throughout all stages of the sale, from letter of intent to closing.
This included providing guidance on issues related to capital structure and distribution of proceeds per waterfall, shareholder relations and negotiations, negotiations with other third parties and risk mitigation.
Tax-Free Merger of Wearable Technology Company
Our client, an Ohio-based fitness technology company that creates fitness challenges for businesses and schools utilizing wearable devices, sought our advice throughout 2015 in a tax-free merger with an out-of-state provider of healthcare solutions and data analytics for employee populations.
We assisted our client with the formation of a strategy regarding transaction structuring and related tax matters; intellectual property issues, governance, capitalization, and the go-forward economic rights of prior owners in the combined company. We also provided assistance in negotiations with third parties, which included their large investor base, as well as risk mitigation and post-closing finance.
Acquisition of Polyolefin Films Plant and Related Business Assets from Public Company
Through the end of 2014 into early 2015, we advised Brazil-based packaging manufacturer Valfilm on all aspects of a multi-million dollar acquisition of a polyolefin films plant in Findlay, Ohio, as well as related business assets, from The Dow Chemical Company. This included providing guidance on transaction and organizational structures, tax credits, intellectual property matters, real estate issues and environmental compliance. We also assisted with risk management and transition and post-closing operations.
Valfilm took ownership of the plant in early 2015 with plans to double its employment.