Attorney for Business Sale & Acquisition Transactions:
2019 – – Buyer’s Attorney. Asset purchase of an orthodontist practice with two locations. Arrangements to see patients prior to the closing. Assistance in transitioning Dolphin and Ortho Trac management/enterprise software agreements.
2018-2019 – – Buyer’s Attorney. Stock Purchase of a retail pharmacy. Significant tax planning, including potential Section 336(e) election (to treat the purchase, for tax purposes only, as a purchase of assets, rather than a purchase of stock). Negotiated hybrid indemnification provisions. Medicare reimbursement planning regarding deal structure. SBA acquisition and working capital credit facility.
2019 – – Seller’s Attorney. Asset sale of a franchised restaurant and the sale of the restaurant real estate as well
2019 – – Buyer’s Attorney. Redemption of co-owner in a vegetable farming business.
2018-2019 – – Buyer’s Attorney. Asset Purchase of metals-tube bending-tool & die business. Transitional Services Agreement to accommodate the re-location of the business to a different city. Bank financing. Buy-Sell Agreement for the buyer’s group.
2018-2019 – – Buyer’s Attorney. Asset Purchase of commercial landscaping and tree service business. Structured the acquisition through two newly-formed purchasing entities. Bank financing and seller financing. Complex transitional provisions. Key-man life insurance.
2018 – – Buyer’s Attorney. Asset Purchase of a business office furniture liquidation services company. SBA financing and subordinated seller financing.
2018 – – Seller’s attorney. Asset sale of a broad-scoped printing, graphics and mailing business. Special attention to pre-Closing structural reorganization of Seller corporate group. Negotiated indemnity provisions. SBA 7(a) financing requirements. Tax planning for Seller’s owners.
2018 – – Buyer’s attorney. Purchase of LLC Member Interests of a real estate ownership / serviced office space business. Special attention to detailed terms of a non-compete agreement. Bank financing.
2018 – – Seller’s attorney. Sale of the stock of a service practice licensed through the Indiana Professional Licensing Agency. Significant non-compete carve-outs. “Close the books” method of allocating taxable income of an S corporation between the buyer and seller to account for a mid-year closing. Working capital adjustment to the purchase price.
2017-2018 – – Buyer’s attorney. Educational certification and credentialing business (services and tangible products). Involved significant non-compete planning and the use of “rollover business startup” (called “ROBS”) financing to access IRA funds for the payment of part of the purchase price (simultaneous with the use of SBA financing). (7-figure transaction)
2017 – – Buyer’s attorney. Operating auto body shop (and real estate purchase). Indiana sales tax and seller retirement plan issues. Significant due diligence.
2017-2018 – – Seller’s attorney. Indiana manufacturing and branded product line business. In-depth structuring and tax planning to protect seller as to a significant seller-financing component. Extensive structuring to protect patents to be sold. Tax planning with respect to key-man life insurance obtained for seller-financing collateral. (7-figure transaction)
2017 – – Buyer’s attorney. Operating horse stable and operating entity. Major lease agreement. Liability release forms. (7-figure transaction)
2017 – – Seller’s attorney. Franchised deli-sandwich/fast-food restaurant. Specific advice as to Indiana state unemployment tax points (and negotiations regarding the seller’s experience account balances and experience ratings).
2017 – – Seller’s attorney. Product-line niche market business sold to a public grocery chain. Significant tax planning. Intellectual property component.
2017 – – Buyer’s attorney. Acquisition of print media business. Issues related to seller financing and due diligence as to seller’s difficult financial circumstances.
2016 – – Seller’s attorney. Indiana service business sold to a public company, coupled with long-term leases of related buildings that were excluded from the sale transaction. Extensive negotiation of indemnifications provisions. Phase 2 environmental assessment required. Exacting detail to satisfy public company due diligence regime and overall deal documentation requirements.
2016 – – Buyer’s & Seller’s attorney (by consent) in a tax-free (Type A) merger of two Indiana marketing and public relations firms and a comprehensive Buy-Sell Agreement among the owners of the merged company.
2016 – – Buyer’s attorney. Acquisition of an unincorporated division of a manufacturing corporation.
2015 – 2016 – – Buyer’s attorney. Acquisition of print media business (purchase price paid in stock; taxable transaction) and Employment & Non-Compete Agreement with the seller and a shareholder buy-sell agreement.
Attorney for Financing & Development & Real Estate Transactions
2019 – – Counsel for the acquisition and financing of a commercial retail center with existing tenants. Assistance with property management agreement. Tax planning for new ownership entity.
2019 – – Represented seller of two separate commercial real estate parcels. Both parcels with long-term leases that were put in place when the owners sold a service business that used the parcels. Tax planning for Section 1031 tax-free exchange.
2018 – – Tax counsel and general document counsel for a 7-figure refinance for a production business
2017 – – Tax counsel and local Indiana counsel for a $20,000,000+ refinance for a real estate development and operations business
2017 – – Represented seller of commercial real estate parcel, including planning for, and implementation of, a reverse Section 1031 tax-free exchange
Attorney for 501(c)(3) Not-for Profit Organization
2016 – 2019 – – Attorney and extensive business consulting for the formation and growth of a 501(c)(3) not-for-profit Christian ministry, including book publishing project, public relations campaign, theological/outreach positioning, donation solicitation planning, and Podcast production.
Attorney for Emerging/Entrepreneurial Businesses
2019 – – Transitioned real estate leasing business from individual to LLC status. Transitioned vehicle leasing business from individual ownership to LLC ownership.
2019 – – Shareholder Agreement for two co-founders of a new restaurant business, including dealing with a loan from one of the co-founders to the S corporation
2019 – – Evaluation and advice as to potential service business franchise opportunity, including review of the FDD and questions to ask the franchisor
2018 – – Business formation counsel for a residential buy-design-renovate-resell business. LLC that elected S corporation status for tax purposes. Transferred real estate into the new LLC. Planning for capital funding from the owner to be primarily through loans instead of equity capital contributions.
2016 – 2017 – – Counsel to an owner group that is restructuring an emerging technology company, including tax aspects and the launch of a new product.
2017 – – Counsel as to the expansion of a grain/row-crop based farming business into vegetable farming.
2016 – – Counsel as to investment in emerging medical service and real estate project-oriented business.
2015 – – Designed tax-effective equity compensation program for an emerging, vertically-integrated farming and marketing company (using safe harbors provided for in IRS rulings).
Attorney for Miscellaneous Business Matters
2019 – – Prepared Buy-Sell Agreement and a Shareholder Agreement for three owners of a newly-acquired business, including dealing with the employment arrangements for each of the three owners
2019 – – Prepared Master Professional Services Agreement for an IT service/consulting business
2019 – – Prepared Master Professional Services Agreement for a software development company
2018 – – Planning to optimize the “pass-thru” 20% deduction for privately-held businesses (in the new tax reform act), with emphasis on working with the wage-based limitation formula.
2017-2018 – – Dissolution of a long-term investment limited liability company which completed a Brazil (South America) farmland investment.
2017 – – Counsel to a sales employee at a financially distressed distributor business, including work-out of non-compete, final order fulfillments, and bonus compensation payment and other issues with the distressed employer. Also assisted with the negotiation of the transition to a new employer.
2016 – – Long-term master lease (for lessor) of geo-technical drilling equipment to be used by multiple lessees on a shared basis.
2017 – – Non-Circumvent & Confidentiality Agreement with a new marketing partner.
2016 – 2017 – – Tax planning for Indiana-based professional athlete, particularly as to signing bonus and state income tax burdens.
2016 – – Professional Services Agreement for a computer software/Internet applications development company, with particular attention to the ability of the developer to retain rights to re-use development tools and segmented blocks of intellectual property.
2016 – 2017 – – Bonus Compensation Plan for sales employees at apparel design and production company.