Guided Long-time Client Through Life Cycle of Company Sale
We guided our long-time client Pak-Sher, a U.S. manufacturer of innovative carryout and kitchen prep plastic packaging, in its sale to Revolution, a leading plastics provider for closed loop plastic solutions. Our attorneys represented our client through all aspects of the sale process, which included counseling the company’s leadership on transitional elements, from personnel changes to shareholder matters. Shareholder matters included drafting a proxy statement in soliciting shareholder approval of the transaction and the ultimate liquidation and dissolution of the company. Post-close, we continued to provide assistance to our client on transaction-related items and the winding-up process, which included drafting a long term plan of complete liquidation and dissolution.
Negotiated Sale of Manufacturing Company to Unsolicited Buyer
Our client, a manufacturer of precision shafts and other components, was approached by an unsolicited buyer. The buyer made a purchase offer that enabled our client to sell its business years earlier than originally planned. We helped the manufacturer negotiate a price and structured the deal in a tax efficient manner.
Counseled a Bank Holding Company through a $33 Million Merger
We represented a client during their purchase of a single location bank located in Charleston, West Virginia. The purchase enabled our client to establish a foothold in the Charleston market. Our services included preparation of the merger agreement; structuring transaction and proxy statements to comply with applicable Nasdaq rules governing transactions in which issuer affiliates have material interest in target; preparation and filing of bank regulatory applications (or obtaining exemptions therefrom); preparation and processing of SEC registration statement for securities offered in transaction and 1934 Act filings of issuer and affiliates.
Represented a Privately-Held Parent Corporation in Forward Triangular Merger
We assisted our client, a pipe diagnostic and utility locating equipment manufacturer, with their strategic plans to form a wholly-owned subsidiary for the purpose of acquiring its sister company, DeepSea Power & Light, Inc. By way of the transaction, DeepSea Power & Light, Inc. merged with and into the newly formed subsidiary and thereafter became DeepSea Power & Light LLC. We worked closely with our client through each and every necessary and advisable step of the closing and post-closing, including structuring the transaction, entity formation, drafting documents, and preparing notices, empowering the companies to achieve shared success.
Permanent Establishment, Transfer Pricing, International Tax, Tax Treaty Analysis and Personal International Income Tax
Our firm represented several large private European companies seeking US subsidiaries/entities with respect to Permanent Establishment, Transfer Pricing, International Tax, Tax Treaty Analysis and Personal International Income Tax issues. We provided speedy and efficient resolution stemming from years of experience related to similar issues and projects.
Represented a Private Equity Firm During Their $20-Million-Plus Acquisition
We served as lead counsel to a private equity firm in connection with a portfolio acquisition of a designer and fabricator of architectural LED lighting fixtures for a purchase price in excess of $20,000,000. The transaction financing utilized a capitalization structure that included rollover equity, co-investment and senior and subordinated debt, and also involved significant cross-border issues.
Sale of equity
The deal was structured as a stock sale. As part of the deal, our clients also received equity in the acquiring company, which was structured as a rollover allowing the use of pre-tax dollars for the equity exchanged. The result was a significant tax savings for our clients, who also maintained their management and oversight roles.