REPRESENTATIVE MATTERS

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MERGERS & ACQUISITIONS

 

   SELLER SIDE REPRESENTATION

  • SALE OF LARGE HEALTHCARE GROUP TO PRIVATE EQUITY ROLL-UP: Represented Mid-Atlantic healthcare company in connection with its sale to a competitor owned by a private equity firm (deal size exceeded $18M).  ZLG was subsequently engaged to represent the buyer for unrelated new business matters.

 

  • SALE OF FEDERAL GOVERNMENT CONTRACTOR: Represented government contractor to portfolio company of private equity firm (deal size exceeded $30M).

 

  • SALE OF NATIONAL MANUFACTURING AND DISTRIBUTION BUSINESS: Represented seller in connection with a sale to a large national buyer (deal size exceeding $100M).

 

  • SALE OF TECHNOLOGY-HOSTING BUSINESS: Represented seller in connection with negotiation of a change in control transaction to a NY private equity firm (deal size $58M).

 

  • SALE OF REAL ESTATE SERVICES BUSINESS: Represented seller in connection with its sale to a strategic purchaser controlled by an independent sponsor  (deal size exceeding $12M).

 

Amongst many others.  ZLG has also represented clients in smaller transactions including:

 

  • SALE OF GOVERNMENT CONTRACTOR HEALTHCARE STAFFING BUSINESS: Represented seller of government contractor business (deal size exceeding $7M).

 

  • SALE OF DOOR AND FLOORING MANUFACTURER AND DISTRIBUTOR: Represented seller in connection with sale of a fourth generation manufacturing and distributor of doors and flooring materials (deal size exceeding $10M).

 

  • SALE OF GOVERNMENT CONTRACTOR IT/INTEL BUSINESS: Represented seller of government contractor business (deal size exceeding $3.5M)

 

  • MERGER OF SOFTWARE BUSINESSES: Represented purchaser of several software businesses and consulted with various counsel in stock-swap/cash transactions.

 

  • SALE OF MEDICAL SUPPLY COMPANY: Represented seller and its principals in the sale of a regional medical supply company to a private equity firm in a roll-up transaction (deal size exceeding $3.5M).

 

  • MERGER; ASSET PURCHASE AND STOCK PURCHASES VARIOUS BUSINESSES: Represented acquirer of numerous businesses among many industries (both national and international), each of which was a multi-million-dollar transaction.

 

  • SALE OF REAL ESTATE BROKERAGE BUSINESS: Represented Seller of real estate brokerage business to large national brokerage firm.

 

  • ACQUISITION OF FRANCHISE BUSINESSES: Counsel to various clients that acquired franchises such as, but not limited to, McDonalds, Quiznos, and Subway. Prepared and negotiated all definitive documents.

 

    BUYER SIDE REPRESENTATION

 

  • REPRESENTED GLOBAL TECHNOLOGY/SOFTWARE COMPANY IN VARIOUS GLOBAL ACQUISITIONS: Served as lead counsel to global technology/software company in its acquisitions within the United States and other countries such as United Kingdom, Denmark, Hungary, and Kazakhstan (purchase prices ranged broadly).​

  • ACQUISITION OF TECHNOLOGY BUSINESS: Represented purchaser of technology business and consulted with various counsel in stock-swap transaction (transaction value less than $10M).

 

 PRIVATE PLACEMENTS/CAPITAL RAISES/FINANCINGS

 

  • $80 MILLION INTERNATIONAL FUND: Represented fund in connection with formation and private placement.

  • $50M PRIVATE PLACEMENT FOR TECHNOLOGY FIRM: Represented issuer in connection with a $50M private placement.

  • 35 MILLION EURO LOAN: Served as lead counsel to 35 million Euro financing. The loan was to be secured by assets of client located in 6 countries; hired and managed local counsel in each jurisdiction.

  • $13 MILLION CANNABIS BUSINESS: Represented prospective grower, processor and dispensary in connection with capital raise.

  • $25M PRIVATE PLACEMENT FOR SOFTWARE BUSINESS: Represented issuer in connection with its $25M private placement of shares to New York based private equity firm.

  • $5 MILLION FINANCING FOR HEALTHCARE GOVERNMENT CONTRACTS BUSINESS: Represented borrower in connection with its $5M line of credit. 

  • $6M OFFERING BY NEWLY-FORMED PRIVATE EQUITY FUND: Represented newly-formed private equity fund in connection with a $6M offering.

  • LINE OF CREDIT: Represented global technology provider in obtaining a $5M line of credit, secured by certain assets.

 
GENERAL CORPORATE REPRESENTATION/CORPORATE GOVERNANCE

  • BUSINESS REORGANIZATIONS: Handle business reorganizations structured for tax purposes for several middle market clients.

  • CORPORATE GOVERNANCE ISSUES; DIRECTORS AND SHAREHOLDERS MEETINGS: Counsel client interests during these critical formal corporate meetings; counsel board and shareholders on a regular basis.

  • FORM BUSINESSES; PREPARE AND NEGOTIATE ORGANIZATIONAL DOCUMENTS: on behalf of clients for corporations, limited liability companies (LLCs), partnerships and business trusts for all types of businesses.

  • PREPARE SHAREHOLDERS AGREEMENTS, BUY-SELL, OPERATING AGREEMENTS, PARTNERSHIP AGREEMENTS AND JOINT VENTURE AGREEMENTS: Consult and prepare these agreements for various types of business transactions.

  • STOCK OPTION/RESTRICTED STOCK/PHANTOM STOCK PLANS: Prepares documentation and advises clients with respect to incentive-based equity.

  • EMPLOYMENT MATTERS: Counsels clients on employment matters and prepare and negotiate underlying documentation. For instance, successfully represented former CEO and CFO of a $100M+ company in connection with a dispute over severance payments valued at several million dollars following sale of the business.

  • CONTRACTS: Prepare and negotiate vendor, supplier and other third party contracts on behalf of clients.

  • REPRESENTATIVE INDUSTRY GROUPS IN THE GENERAL CORPORATE AREA: include but are not limited to the following business industries: technology companies, software developers, manufacturers, distributors, telecommunications provider, cell phone business, real estate developers, home builders, real estate holding companies, management companies, distribution companies, franchisees, restaurants, consulting firms, service businesses, contractors, and accounting and financial services firms.

  • TECHNOLOGY DEVELOPMENT/LICENSING: Prepare and negotiate technology service and development agreements, licenses, and statements of work, work orders and related documentation for clients. Transactions were negotiated with industry-leading companies, for agreements with clients, with companies such as: Google, IBM, Sun Microsystems, Aramark, Target, Cargill, Deutsche Bank, Barclays Bank, and BlueCross BlueShield.

 

REAL ESTATE

   ACQUISITIONS, FINANCINGS, LEASING, AND SALES

  • PORTFOLIO DIVESTITURE: Represented regional investment group in divesting $150M of a $250M portfolio over 30 months.

  • ACQUISITION, DEVELOPMENT AND DISPOSITION OF FIVE (5) GROCER-ANCHORED STRIP CENTERS (75,000 – 250,000 RSF and $10M - $35M): Represented regional developers in the acquisition, development, repositioning and sale of these shopping centers.​

  • LAND ACQUISITIONS (FROM SINGLE LOT TO MULTI-PARCEL ASSEMBLAGES): Represented regional developer in purchase(s) of parcels for ground-up development, including sites to be developed for office, retail, and industrial projects (acquisitions.​

  • MULTIPLE BUILDING ACQUISITION (600,000 RSF 50% LEASED): Represented sponsor in structuring joint venture with national co-investment firm to purchase distressed property from pension fund with non-recourse financing for $20M.

  • ​​FINANCINGS ($750 MILLION OF ACQUISITION, CONSTRUCTION, MINI-PERM, AND PERMANENT LOANS): Represented developers and owners in financings and refinancings with banks and other lenders, including CMBS, insurance companies, and pension funds.​

  • LEASING (MILLIONS OF SQUARE FEET): Represented landlords and tenants with commercial leases (ranging from 1,000 to over 100,000 RSF), including office, industrial, warehouse, and retail (to anchors, grocers, in-line, and pad sites) leases.

  • SALE OF GSA-LEASED BUILDINGS (80,000 RSF AND 105,000 RFS): Represented owners of GSA-Leased buildings (which were 50% and 80% GSA leased) in sales to Boyd Watterson SPEs for $9M and $17M, respectively.​ 


TAX MITIGATION/ESTATE PLANNING

  • ASSIST BUSINESS OWNERS TAX MITIGATION STRATEGIES: Assist business owners (including several of those mentioned above) with tax mitigation strategies that saved between hundreds of thousands of dollars to millions of dollars in taxes.

 

  • ASSIST WITH ESTATE PLANNING MATTERS: Represent many business owners and other entrepreneurs and their respective families in connection with all types of estate planning matters.

 

  • LEGAL AUDIT AND PREPARATION FOR LIQUIDITY TRANSACTION: Represent businesses with mini-legal audits and due diligence prior to them consummating a liquidity transaction. This process has uncovered various business and legal issues, which are typically remedied prior to the client going to market. These processes have saved millions of dollars on numerous occasions.


LITIGATION SUPPORT/OTHER PRACTICE AREAS

  • REPRESENT BUSINESSES AND BUSINESS OWNERS AND WORK WITH LITIGATION COLLEAGUES TO FORMULATE STRATEGIES AND NEGOTIATE DEALS/SETTLEMENTS.

 

  • SERVE AS CO-COUNSEL WITH OTHER ATTORNEYS WHO HAVE A PARTICULAR NICHE SPECIALIZATION IN ORDER TO FACILITATE VALUE-ADD AND RESULTS-ORIENTED OUTCOMES FOR CLIENTS.

 

CONSTRUCTION AND DEVELOPMENT

 

  • BUILD-TO-SUIT OF HEADQUARTERS WITH DATA CENTER: Represented regional developer in all aspects of build-to-suit of 120,000 square foot office building, including acquisition, architect’s agreements (interior and exterior), construction and fee development.  Project completed and delivered in 18 months (deal size exceeded $30M).

  • BUILD-TO-SUIT OF 5-STORY OFFICE BUILDING FOR DEFENSE CONTRACTOR: Represented regional developer in all aspects of build-to-suit project for 80,000 square foot office building, including acquisition, architect’s agreement, construction contract and fee development (deal size exceeded $20M).

  • CLASS A OFFICE PARK (OVER 400K SQUARE FEET): Represented regional developer in all aspects of entitlement and development of the first Class A Office park developed in Hartford County, MD.

  • ENTITLEMENT AND LAND USE: Represented regional develop regarding all matters related to the acquisition of numerous properties (hundreds of acres), including all due diligence, entitlement review and obtaining variances or overseeing rezoning where necessary.

 

MULTI-FAMILY HOUSING AND CONDOMINIUMS

  • 468 UNIT MULTI-FAMILY AND CONDOMINIUM PROJECT: Represented local general contractor in joint venture to build project and negotiated AIA Agreements with Owner (deal size $65M).

  • 150+ UNIT MULTI-FAMILY PROJECT: Represented local developer to negotiate joint venture agreement for the development of a HUD Financed project (deal size $30M).

  • OFFICE CONDOMINIUMS: Represented joint venture owner of 5-story office buildings with all condominium association matters and represented purchasers of office condominium units.  

SPECIALTY WORK

 

  • ​Charter School: Represented in connection with the dissolution of a parent holding company and simultaneous subdivision and acquisition (and refinancing of loans to parent from nationally recognized charter school lender).

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