Experience

Favorable Settlement in Long-Running High Court Case Involving Shareholder Dispute

Represented the minority shareholder of a sports and media consultancy in a Section 994 claim against a total of nine individual and corporate respondents, and in an application for injunction to prevent the individual respondents from using company money to pay their legal costs in defence of the petition. The High Court granted the injunction, citing the well-recognised principle that a company’s money should not be spent on disputes between shareholders. The respondents’ defence strategy included counterclaims and claims in Germany, but ultimately they settled.

Bolt-On Acquisition for Private Equity Firm

Represented a private equity firm in its acquisition of a bolt-on mechanical and structural field service/maintenance company, offering major refractory, insulation, boiler and repair capabilities throughout Louisiana and Texas.

Diverse Representation of Domestic and International Franchisors

Represented domestic and international franchisors in various industries including food and beverage, health care, fitness, education and real estate.

Represented Private Equity Firm in Strategic Purchases

Represent private equity firms in their strategic purchases of businesses that complement their portfolio.

$35 Million Recapitalization with Private Equity Sponsor Funding

Advised client on a recapitalization of a revenue cycle management company with funds from a private equity sponsor. The funds came in as equity, senior debt and subordinated debt with portions paid at closing as well as through a possible earn-out. The transaction required a simultaneous buyout of an affiliated joint venture and the execution of complicated software licensing and development agreements between the affiliate and the target company, which was to be controlled by the private equity sponsor post-closing.

Cable Company Internal Reorganization

Planned and executed the post-merger reorganization strategy for a major cable provider to simplify its legal structure across its footprint. Drafted corporate resolutions, reorganization agreements and other intercompany agreements needed for internal transactions.

$1.6 Billion Debt Refinancing

Represented client, a supplier of goods and services to state and federal governments, in connection with a $1.6 billion debt refinancing.

Home Health/Hospice Joint Venture

Represented client in the formation of a joint venture with a home health and hospice care provider. As part of the agreement, the client transferred its home hospice business in exchange for an ownership and governance interest in the venture partner. The arrangement involves services in five market areas across Missouri, Arkansas and Kansas.

$137.25 Million Asset Sale for Independent Insurance Broker

Represented a large independent insurance broker in the sale of assets in exchange for cash and equity consideration valued at up to $137.25 million.

Represented Medical Technology Company in IPO

Supported a medical technology company in completing its Initial Public Offering and trading on the Nasdaq.

Representations in Actions Seeking Access to Company’s Records

Represented companies defending, and shareholders and members prosecuting, actions seeking access to a company’s books and records pursuant to Section 220 of the Delaware General Corporation Law and Section 18-305 of the Delaware LLC Act.

$50 Million Sale of Experiential Marketing Companies

Represented two clients, both experiential marketing companies, in a $50 million sale to a major American talent agency.

$950 Million Sale of Manufacturing Business

Represented welding company client in $950 million sale of manufacturing business.

$95 Million Sale of Leasing Company

Represented our client, a financing company in the HVAC industry, in a $95 million sale of a consumer products leasing company.

Acquisition of 143-Bed Hospital

Represented client in acquisition of 143-bed hospital in St. Louis, Missouri. The representation included issues related to regulatory compliance, licensure, real estate, ongoing corporate governance, tax, employment law and integration of medical staffs.

Formation of Rehabilitation Hospital Joint Venture

Represented hospital client in the formation of a rehabilitation hospital joint venture.

Hospital Divestiture of $27 Million Joint Venture

Represented hospital client in divestiture of interests in a $27 million joint venture that provided home health and other health care services.

Advised Hospital on Imaging Services Joint Venture

Advised hospital client in formation of and modifications to a five-location imaging services joint venture with provider-based status.

Negotiated Master Agreement for Major Manufacturer

Created and negotiated a Fortune 500 technology company’s Master Agreement for enterprise-wide software, support and hosted services covering automation and workflow systems, managed IT services and online gateway for payment processing, funding, treasury management and receivables among corporations, banks and trading partners.

Acquisition of 450-Bed Hospital

Represented client in acquisition of 450-bed hospital in St. Louis, Missouri, involving issues related to real estate, regulatory compliance, licensure, tax and employment law.

$34 Million Company Asset Sale

Represented a client in the $34 million sale of client assets and related companies. This was a multi-state transaction of the largest producer and distributor of rubber mulch in the United States.

$46 Million in Consumer Brand Acquisitions

Advised client in acquisitions of a number of consumer brands valued at over $46 million.

$1 Billion-Plus Rights Deal for MLB Team

Assisted client, a Major League Baseball team, in closing a more than $1 billion rights deal with a major cable sports network. The deal ensures more than 150 regular season games will be aired on the network through 2032.

Asset Sale for Software Developer

Represented a software development company in its sale of assets to a national health care services company in the provider health care and risk management solutions market.

Formation of Urgent Care Joint Venture

Represented client in the formation of a multi-location urgent care joint venture with one of the nation's fastest-growing urgent care providers. The agreement will expand the client's urgent care network across its existing markets.

$400 Million Recapitalization

Represented client in a recapitalization transaction. The matter included the client's holding company and all of its affiliates.

Negotiated Full Product, Services Solution for Health Care Provider

Represented an independent, regional, nonprofit health care provider in the negotiation of a full product and services solution for its enterprise. This included licenses for term and perpetual software products, subscription software, cloud-based software and services, shared computing services, platform products, third party software, hardware and separate implementation.

IP Agreements for Health Client Entering Third-Party Partnerships

Prepared various IP-related agreements including licenses, commercialization and joint development agreements, enabling client to successfully enter into partnerships with third parties.

Drafted Sales Promotions for Retail Client's Brands

Drafted and assisted in the successful implementation of various promotions, including social media-based sweepstakes, photo contests, and other advertising campaigns, in an effort to bring more visibility to and consumer interaction with the client's brands.

Multimillion-Dollar Sale of Supplement Retailer

Assisted client with eight-figure sale of supplement retailer that operates through large online platform. Transaction included multimillion-dollar cash purchase price and purchaser stock components for seller.