Purchase of Membership Interests
Purchase of 100 percent of the membership interests of SphereOptics, LLC, a New Hampshire limited liability company. SphereOptics, in turn owned 100 percent of the ownership interests of SphereOptics SARL, a French company, and 10 percent of the ownership interests of SphereOptics GmbH, a German company. The initial purchase price plus an earn-out payment totaled $6 million. Closing date was January 19, 2010. The French and German interests required heightened due diligence and negotiation of specific representations and warranties, which we achieved with the assistance of local counsel. The French component involved last-minute tax planning to minimize the effects on French executives.