Notable Representations

Mergers & Acquisitions

• Represented, as securities counsel, NYSE-listed client in its $2.7 billion sale (cash and stock consideration) to another NYSE-listed company; securities registered on Form S-4.
• Represented NYSE-listed and Fortune 100 client in its $62 million purchase of an equity ownership percentage in a leading media streaming company.
• Represented environmental consulting/remediation Seller in $48 million sale of equity (cash and rollover equity consideration) to private equity firm (F-Reorganization).
• Represented Seller in $42.5 million asset sale of industry leader’s pool/spa products and chemicals business.
• Represented Chester County-based robotics company in $25 million international stock acquisition to a publicly-traded Korean corporation.

Business/Commercial Lending Transactions

• Represented bank in their $10.25 million asset-based loan secured by three separate state mortgages to finance the construction and installation of a geothermal energy facility.
• Represented local mushroom company in $7.5 million convertible loan to essential peat/spawn industry supplier.
• Represented, as securities counsel, OTC-listed client in their Chapter 11 bankruptcy and accompanying $6.7 million asset sale and winding-down process.
• Represented OTC-listed client in a restructuring transaction providing for the satisfaction and extinguishment of debt obligations under an existing Credit Agreement and providing for the issuance of $3 million in new capital.

Securities & Private Placements

• Represented NASDAQ-listed client, as lead counsel to the issuer, in its $375 million Rule 144A/Regulation S offering of senior notes and related guarantees from certain subsidiaries.
• Represented 501(c)(3) corporation in its borrowing of $163 million in sustainability bonds to fundraise the construction, development, and implementation of new and existing structural improvements to one of the country’s premier horticultural display gardens.
• Represented OTC-listed client in obtaining $20 million equity line of credit with securities registered on Form S-1.
• Represented private fund client in its $25 million offering of subscription units for fund’s targeted investments in one of the U.S. Treasury Department’s Qualified Opportunity Zones with a focus on start-up businesses in the internet infrastructure, cellular coverage, and green technology spaces.
• Represented Chester County distillery in $1.5 million private placement of securities to accredited investors.
• Represented Chester County distillery in its $1.2 million private placement offering of securities under Regulation Crowdfunding.
• Represented Philadelphia-based coffee roastery in $2 million private placement of securities to accredited and non-accredited investors; preparation of Private Placement Memorandum.