Corporate Transactions and Finance
|The Riddell Williams corporate group has the breadth and depth to execute virtually any business transaction. Our clients range from small, family owned businesses to large privately-held businesses and listed public companies.|| |
Chair: Pamela A. Grinter
Mergers and Acquisitions
We represent both buyers and sellers in all types of strategic relationships involving the purchase, sale or combination of businesses, ranging from:
- Sales of stock or assets
- Merger agreements
- Co-marketing or joint venture arrangements
- Leveraged buyouts
- Tender offers
- Recapitalizations and reorganizations
Some recent representative transactions include:
- AIM Aviation USA, Inc. Represented AIM in its acquisition of Precision Pattern, Inc. in an all stock transaction.
- Assured Home Health and Hospice. Represented Assured and its subsidiary, Northwest Healthcare Alliance, Inc. in the sale of Assured to LHC Group, Inc. (Nasdaq: LHCG).
- Emeritus Corporation. Represented Emeritus in negotiating and documenting an agreement to acquire Summerville Senior Living, Inc. The value of the transaction at the closing stock price on the day after the agreement was announced was in excess of $294,000,000.
- Forza Coffee Company. Represented Forza in its acquisition of the assets of Dugout Brothers, Inc.
- Fulcrum Technologies. Represented Fulcrum in its acquisition of a company with a patented cell tower alignment process.
- KUOW/Puget Sound Public Radio. Represented KUOW in its acquisition of a new station, KXOT FM.
- Premier Industries, Inc. Represented Premier in the sale of its plastics manufacturing division to Captive Plastics, and its insulation and building systems division to Carlisle Syntec, Inc.
- Redhook Ale Brewery, Incorporated. Represented Redhook in its merger with Widmer Brothers Brewing Company and negotiated a Master Distributor Agreement and Exchange and Recapitalization Agreement with Anheuser-Busch on behalf of Redhook.
Finance and Securities
We help our clients raise capital and debt to fund their operations. Riddell Williams is highly skilled in such areas as:
- Public Offerings. We are experienced in serving as company or underwriter counsel in public offerings of stock or debt, including initial public offerings.
- Private Placements. We assist our clients raise capital through the issuance of stock or other securities in a private securities offering. We have also served as counsel to investors looking to make an investment in privately held businesses.
- Lending and Commercial Finance. We help our clients negotiate bank and private loans and credit facilities. We have experience with secured and unsecured loan transactions of all types (revolving lines of credit, real estate loans, security and pledge agreements, guarantees, equipment financing, and operating and capital lease arrangements) representing both borrowers and lenders. We have represented many borrowers in securitized loan transactions. Our experience also includes assisting clients in the acquisition of loan portfolios. In addition, we can assist clients with troubled loans and investments.
- Public Tender Offers. We have experience advising clients wishing to conduct a registered tender offer for the stock of a publicly traded company.
- Investment Funds. We are experienced in formation of private investment funds, including drafting offering documents.
- SEC Reporting. We assist publicly held companies with their SEC reporting requirements. This includes annual and quarterly reporting, proxy statements and related legal issues such as insider trading and compliance with NYSE and Nasdaq listing standards.
- Commercial Financing. We can assist clients in negotiating bank loans and credit facilities, equipment, inventory and receivables financing, operating leases and capital leasing arrangements.
- Blue Sky Compliance. Each state has its own set of securities regulations. We help companies in complying with the securities laws of all 50 states and Canada.
- Executive Compensation. We help clients negotiate and implement stock options and other forms of executive compensation arrangements.
We assist owners, directors and officers of public and private entities in understanding and fulfilling their legal roles and responsibilities. We have extensive experience assisting public and private corporations, boards of directors, board committees and executives structure, implement and revise corporate governance initiatives. We offer advice on traditional corporate fiduciary standards as well as best practices. We are well acquainted with Sarbanes-Oxley Act requirements and the related regulations and practices that have followed. We also provide guidance on the ever-changing body of securities regulation and the NYSE and Nasdaq listing standards that define and affect the responsibilities of directors of public companies.
Lending and Commercial Finance
We have experience in negotiating loans on behalf of both borrowers and lenders. We help our business clients negotiate bank and private loans and credit facilities. We have experience with secured and unsecured loan transactions of all types (revolving lines of credit, real estate loans, security and pledge agreements, guarantees, equipment financing, and operating and capital lease arrangements) representing both borrowers and lenders. We have represented many borrowers in securitized loan transactions. Our experience also includes assisting clients in the acquisition of loan portfolios. In addition, we can assist clients with troubled loans and investments. We also represent lenders in negotiating and documenting loan transactions. We have experience in all aspects of commercial lending, including asset-based lending, real estate transactions, and equipment leasing.
Our business clients rely on us to provide ready assistance with the myriad of issues a successful enterprise faces. For our smaller clients, we serve as their general counsel and business advisors – providing a wide range of services and legal expertise in areas as diverse as entity formation, establishment of management structures, shareholder management (including buy-sell arrangements and options), negotiation of vendor and supplier arrangements and customer contracts, distribution and franchising, and asset and equity transfers.
- Entity Formation. Our attorneys counsel business clients on the factors to be considered in choosing the form for their businesses, and assist in implementing those choices.
- Partnerships and Limited Liability Companies. We have a great deal of experience negotiating and drafting partnership and LLC agreements, documenting the complex relationship between investors, including provisions related to capital contribution, sharing of profits and losses, method of management, and buy-sell provisions.
- Shareholder Management.We have experience drafting shareholder agreements, buy-sell contracts and agreements to address succession planning for family owned business.
- Distribution Agreements. Our attorneys have experience drafting and negotiating numerous types of agreements, including distributor, dealer, franchise, sales representation, supply, and agency agreements.
- Franchising Arrangements. We represent clients through every phase of the franchise process, from initial concept to fully developed system. We also manage the complex state registration process.
- Commercial Agreements. Our attorneys have drafted hundreds of agreements for our business clients. Some examples include master service agreements, equipment sales and purchase agreements, requirements and supply contracts, manufacturing agreements, license agreements, purchase orders, terms of purchase and sale, and warranty agreements.
- Business Termination. Our attorneys have wide experience in terminations and dissolutions, including assisting companies to wind-up their businesses and helping creditors collect from financially challenged entities.