Practices
Practical and Sophisticated Counsel.
Most transactions cross practice lines, an acquisition with financing, a facility sale with a change of ownership, a real estate investment with governance terms to negotiate. We manage the moving pieces with attention to detail.
Buy-side and sell-side counsel to private equity sponsors, strategic buyers, and founders in lower- and middle-market transactions, from letter of intent through closing and post-closing.
- Asset and equity purchases, sales, and mergers
- Deal structuring and letters of intent
- Due diligence and disclosure schedules
- Purchase agreements, escrows, and holdbacks
- Rollover equity and seller notes
- Post-closing adjustments and transition
- Bankruptcy deals
Counsel to private equity sponsors and investors on platform and add-on acquisitions, portfolio company matters, and co-investments.
- Platform and add-on acquisitions
- Recapitalizations and growth equity investments
- Management equity, rollover, and incentive arrangements
- Holding company, joint venture, and co-investment structures
- Investor-side review of private offerings and subscription documents
- Portfolio company governance and ongoing deal support
- Privacy & Cybersecurity
Healthcare M&A, leasing, and finance for owners, operators, and investors in skilled nursing, assisted living, and healthcare services.
We also represent borrowers and lenders with respect to complex healthcare financing, including senior-secured, HUD-insured, subordinated, mezzanine, and asset-based-credit facilities.
- Facility and portfolio acquisitions and dispositions
- OpCo/PropCo structures and master leases
- Operations transfer agreements
- Change-of-ownership and licensure approvals
- Acquisitions out of bankruptcy
- Labor and collective bargaining issues in a sale
Acquisitions, dispositions, leasing, and financing of commercial property for owners, investors, and lenders.
- Purchase and sale agreements and closings
- Landlord-side office, retail, and healthcare leasing
- Acquisition and bridge financing
- Joint venture and investor ownership structures
- Loan and note purchases
- Hospitality and mixed-use development
- Real estate financing, including secured senior and mezzanine debt on behalf of lenders and borrowers
Lender- and borrower-side counsel in private credit, from term sheet through funding, amendment, and workout.
- Bridge, acquisition, and asset-based loans
- Loan and note purchases, including non-performing loans
- Guaranties and collateral documents
- Amendments, forbearances, and workouts
- Merchant cash advance and revenue-based financing programs
- Usury and recharacterization analysis
Formation, governance, and capital transactions for closely held companies, holding companies, and investment vehicles.
- Entity formation and holding company structures
- Operating and LLC agreements
- Investor admissions and co-investments
- Equity and profits-interest arrangements
- Joint ventures
- Employment, consulting, and executive agreements
General counsel support for companies and family enterprises that need senior legal judgment without a full-time hire.
- Commercial, vendor, and customer agreements
- Employment and consulting agreements
- Governance and board matters
- Deal readiness and transaction support
- A standing relationship with attorneys who already know the business
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