Andrew S. Mello

Partner

amello@darroweverett.com

(401) 453-1200

Andrew Mello
Background & Experience

Bio

Andrew S. Mello is a Partner in DarrowEverett’s Corporate & Business Transactions, Private Equity, Capital Markets & Securities, Commercial Real Estate, and Banking & Finance Practice Groups. Andrew’s concentration is on mergers and acquisitions, private equity, and debt finance transactions. He represents companies and private equity firms in cross-border corporate and transactional matters, including mergers and acquisitions, private and public offerings, venture capital financing rounds, and stock acquisitions. Additionally, Andrew advises finance companies, commercial banks, and other private and institutional lenders across a broad range of financing transactions and equity investments, including corporate transactions in alternative energy and oil and gas industries. These transactions include leveraged buyouts, control and non-control investments, stock acquisitions, asset-based credit facilities, syndicated financing, derivative products, mezzanine financing, unitranche loans, and construction loans.

Andrew has significant experience representing companies and private equity firms in corporate and transactional matters, including mergers and acquisitions, private and public offerings, venture capital financings, and general company representation. He has particular experience representing private equity firms in connection with non-control investments and other investment transactions, with substantial experience in structuring and negotiating cross-border transactions as well as stock acquisitions.

Prior Experience

Prior to joining DarrowEverett, Andrew was an associate at a prestigious New York City-based law firm and had significant experience representing institutional lenders across a broad range of debt financing facilities and private equity firms on merger and acquisition transactions.

Accolades

  • Super Lawyers – Rising Stars, 2020-2024 (Banking, Mergers & Acquisitions)
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Practice Areas

Bar Admissions

  • New York

Education

  • St. John’s University School of Law, J.D.
  • St. John’s University Tobin College of Business, B.S. – magna cum laude
Representative Matters

Representative Matters

  • Represented Young American Food Brands, doing business as Miami Beef, a top provider of premium branded protein products to major retailers and food service customers throughout the country, and its investor, Trivest Partners, one of the nation’s leading private equity investment firms, in the strategic add-on acquisition of a highly regarded provider of complementary cooked beef products and its associated real estate, including a production facility.
  • Represented a major Canadian private equity firm in the simultaneous closings of two strategic roll-up transactions for a regional waste disposal platform that consolidated two regional waste-disposal and recycling operators in the Northeast. The deals were financed through a senior secured credit facility provided by a large institutional lender and a seller earn-out. Our multidisciplinary team structured the acquisitions of the holding company; negotiated two separate asset purchase agreements and disclosure schedules; conducted accelerated search and payoff diligence for sellers; reviewed loan documents in connection with the upsize senior secured credit facility documents; and closed both acquisitions on an expedited timeline, aligning funding mechanics and post-closing integration milestones for the sponsor’s nationwide growth strategy.
  • Represented a New York-based private equity/credit sponsor in the roll-up and simultaneous closing of a regional pawn shop, marking the 30th store acquisition for the platform. Our work included structuring the acquisition, coordinating diligence, including in connection with licensing, negotiating the purchase and lease agreements, and shepherding all regulatory filings to closing.
  • Advised a prominent New York-based private investment firm on its junior preferred investment, made through a special purpose vehicle, in a leading software, data, financial, and management services provider for music artists and independent record labels at a post-money valuation nearing $1 billion, handling all aspects of the transaction, including negotiations, due diligence, drafting of junior preferred investment documents, and closing.
  • Represented a prominent New York-based investment firm in a Series B preferred equity financing, supporting its investment in a rapidly expanding, multistate provider of interactive and sensory-related experiences. Our team delivered end-to-end legal counsel, including conducting thorough due diligence, drafting and negotiating equity financing documents, and navigating the transaction through to closing. Additionally, we negotiated employment agreements for the founders, safeguarding the client’s investment by aligning key personnel incentives with the company’s long-term growth objectives.
  • Served as investor counsel in connection with the negotiation and drafting of two companion joint ventures entered into with a family office real estate acquisition and management group. The joint ventures were formed for the purpose of acquiring three parcels of prominently situated property in downtown Houston, Texas, including two parcels consisting of office buildings intended to qualify as qualified opportunity zone (QOZ) property. Our representation also included structuring the investor’s companion investment entities that were formed for the purpose of holding the QOZ partnership interest and non-QOZ partnership interest in the joint ventures and preparing the investment entities’ Rule 506(b) syndication offering documents.
  • Represented a prominent New York-based private credit and equity investment firm in connection with a complex debt and equity financing transaction involving a multistate HVAC, plumbing, and electrical services company. The transaction included a credit facility consisting of a delayed draw term loan (DDTL), term loan, and revolving line of credit, as well as a preferred equity investment. Our team provided comprehensive legal services throughout the process, including due diligence, negotiation, drafting, and closing of all related agreements, ensuring a successful outcome for our client.
  • Represented a prominent New York-based private credit and equity investment firm in connection with a complex debt and equity financing transaction involving a multistate HVAC, plumbing, and electrical services company. The transaction included a credit facility consisting of a delayed draw term loan (DDTL), term loan, and revolving line of credit, as well as a preferred equity investment. Our team provided comprehensive legal services throughout the process, including due diligence, negotiation, drafting, and closing of all related agreements, ensuring a successful outcome for our client.
  • Represented a large private equity firm and one of its portfolio companies, a national wholesale meat supplier, in its add-on acquisition of a regional sausage and hot dog producer. Our representation included preparing and negotiating the purchase documents, reorganization of the brands involved, including drafting and negotiation of all related documents, establishing a revolving credit facility, and working with a high-profile national bank on two loans that financed the transaction.
  • Advised MGG Investment Group LP, an investment manager headquartered in New York, in connection with its managed vehicles’ equity and debt investment in Shari’s Restaurant Group, an entity owned by Gather Holdings LLC.
  • Advised one of the leading founders’ capital private equity firms in connection with its non-control investment of one of the largest and fastest growing supplement companies in the world. In addition to advising and negotiating the letter of intent and documentation, including structuring of a management committee that would protect our client’s investment in light of the legal issues faced by the founder of the target company, we led the regulatory, criminal and business due diligence review.
  • Represented global boat rental company in an eight-figure Series B preferred stock purchase by the company’s primary international investor. In a separate matter, we represented the company with an eight-figure tender offer transaction.
  • Represented a South Florida real estate investment group in connection with a complex sale-leaseback transaction of a commercial real estate property portfolio consisting of 34 properties occupied by a national retail chain. The firm’s work required collaboration across its Commercial Real Estate, Banking & Finance and Corporate & Business Transactions Practice Groups and involved, among other things, properties across 15 states, 10 buyers, 28 1031 exchanges, one reverse 1031 exchange and work with two national lenders.
  • We represented a real estate investment group and a family office in Mexico defeasing multiple commercial mortgage-backed securitized loans for a drugstore portfolio and refinance the same portfolio with a nine-figure senior secured loan.

 

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