Corporate & Business Transactions

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 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.

Served as sell-side counsel in connection with the sale of a case management and performance tracking software company with public housing authority, disaster relief organizations, social service agencies, and nonprofit customers across the U.S. In addition to handling all parts of the transaction for the sellers, including the negotiation of transactional documents, post-closing employment agreement and other closing matters, we facilitated a pre-closing contribution of a portion of one of the sellers’ S-corp stock to a charitable gift fund that provided a meaningful income tax deduction for the seller and, at the same time, limited capital gains treatment in connection with the stock disposition for the portion of stock contributed to the charitable gift fund.

We represented an operating and management company that acquired a 50-percent membership interest in a surgical supply and medical device company. Our work included negotiating the terms of the acquisition to ensure alignment with our client’s strategic goals and financial interests, drafting the transaction documents, analyzing regulatory compliance and licensing issues, and reviewing and approving the restructured promissory note.

We served as buy-side counsel for a parking and transportation technology company’s strategic acquisition of all of the issued and outstanding equity securities of a vehicle immobilization company that has government contracts with local agencies and municipalities across the country. The transaction involved a complex pre-closing restructure of the acquisition target as well as the inclusion of unique transaction-specific business terms providing for up to an eight-figure purchase price.

Provided comprehensive legal support to a renowned Inc. 500-listed clothing company, focusing on corporate structuring, drafting essential organizational documents, and offering strategic guidance for day-to-day corporate operations.

Facilitated the legal framework for an innovative online platform offering comprehensive dental training and resources, drafting key corporate documents, and providing strategic legal guidance to enhance the company’s organizational structure and digital presence.

Advised private equity client on sale of its portfolio company and subsequent rollover merger valued at over $2 billion in 2022, which included both buy- and sell-side legal due diligence, drafting and reviewing a wide spread of deal documents, and counseling the client through a highly negotiated rollover agreement.

Advised corporate client on the acquisition of SaaS company in a transaction valued at over nine figures, which involved thorough buy-side legal due diligence, as well as the extensive negotiation of thoroughly protective representation and warranty terms.

Represented a telecommunications company in a nine-figure asset swap transaction, which involved significant research into federal, state, and foreign regulatory requirements, as well as drafting and negotiating a complex purchase agreement and related ancillary agreements.

Assisted our client MGG Investment Group LP, an investment manager headquartered in New York, in its managed vehicles’ equity and debt investment in Shari’s Restaurant Group, an entity owned by Gather Holdings LLC. DarrowEverett’s Corporate & Business Transactions, Commercial Real Estate, Finance, Labor & Employment and Tax Practice Groups assisted in this transaction.

Represented plumbing and heating supplier in drafting complex shareholders’ agreement with associated share transfers, corporate reorganization, and ancillary agreements, and facility leases.

Drafted seed equity agreement for a New York-based client investing in a startup solar installation company. Our work also included customized equity opt-in and capital return terms.

Represented a publicly held provider of energy efficient hydraulic fracturing fleets in numerous acquisitions of oil and gas service providers throughout 2021 and 2022 to support the operation of its fleets.

Represented an HR software service that helps companies better track and keep employees satisfied with their positions and career growth in its sale for approximately $2 million in 2022.

Represented a virtual at-home fertility clinic, in its Series Seed Preferred Stock financing and concurrent know-how licensing agreement with a major medical institution in 2021 to further develop their products and services.

Represented a financial services company in the completion of a $15 million single-advance term loan in 2022.

Represented a financial services company in an amendment to its existing revolving credit facility, for a new $74.4 million term loan to the company’s subsidiary in 2022.

Represented a distributor of electric vehicle charging equipment in a concurrent $30 million secured credit financing and $19 million Series A preferred stock financing in 2022.

Represented private equity client on numerous buy-side transactions in the veterinarian space totaling over $69 million.

Represented client in sell-side acquisition of a cosmetic products’ raw ingredient manufacturer for $200 million. Process included drafting confidential information memorandum (CIM), advising through the bid process with an investment bank and 124 letter of intent, drafting stock purchase agreement, and completing pre-close F-type reorganization of 23 companies into the holding corporation structure.

Advised client on $20 million investment into ultra cold storage manufacturing in an opportunity zone including tax implications.

Represented client on sell-side acquisition of two global automotive racing parts manufacturers for $68 million.

Created fifth fund for private equity client to raise $25 million for investment into the health sciences/life sciences sector. Drafted confidential investment memorandum, private placement memorandum, and investor agreement for client.

Served as general counsel for multistate travel industry business, covering commercial real estate matters, private equity structuring, regulatory and compliance, corporate governance, consumer contracts, litigation, and labor and employment law.

Served as general counsel for one of the Nashville area’s top general contractors specializing in large multifamily and single-family housing developments, assisting with extensive due diligence analysis, title and survey reviewing, rezoning applications, environmental and regulatory compliance, lending and finance, corporate governance matters, and litigation.

Represented U.K. wine producer and importer in its acquisition of a U.S. wine and spirits distributor.

Advised the principals of an underwriting management facility and general agency for specialty lines of insurance on their sale to a leading U.S. property and casualty insurer.

Represented a private equity firm in its acquisition of a small business financing company.

Advised an EdTech company on its formation, capital raises and the negotiation of its licensing agreements and partnerships with leading testing and assessment companies.

Represented a digital fashion brand on its formation, capital raises and operations.

Represented a U.S. nonprofit trade association in its acquisition of a U.K. trade association.

We assisted Orion Real Estate Group with its purchase of 44 family style restaurants located across nine states. The transactions involved complex lease matters and loan negotiations with a national bank.

We assisted our client, a health care provider network that developed a claims process repricing technology, in connection with its strategic business combination with a national workers’ compensation health care network.

We are pleased to announce the completed transactions between our client, a solar developer, and a national clean energy company, whereby our client successfully sold over 22 MW of solar energy in connection with four projects currently being developed in New York. We are proud to have assisted our client’s continued success in the renewable energy sector and we remain committed to partnering with clients in this critical industry. 

Represented an acquirer in a complex acquisition of a Massachusetts-based closet factory franchise.

Represented Miami Beef, a national meat producer, packager and distributor, and Trivest Partners, a leading U.S. private equity firm with a minority stake in Miami Beef, in connection with their add-on acquisitions of Brooklyn Burger and Devault Foods. DarrowEverett attorneys Zachary Darrow, Andrew Mello, Julie Bradlow and Daniel Divis from our Corporate & Business Transactions and Tax Practice Groups assisted with the transactions.

We represented Orion Real Estate Group as part of its simultaneous acquisition of 37 car wash businesses throughout the U.S. Our Commercial Real Estate, Private Equity/Capital Markets, and Finance Practice Groups assisted in the transaction.

We represented Orion Real Estate Group as part of its acquisition of one of the more iconic shopping plazas in Miami, FL – Colonial Palms Plaza. The center boasts a number of superior national tenants.

Inspire Aesthetics, a Hidden Harbor Capital Partners portfolio company and leading provider of plastic surgery and cosmetic treatments, announced the addition of the McCollough Plastic Surgery Clinic, Skin Center and Total Health Spa in Gulf Shores, Alabama. The transaction expands Inspire’s geographic footprint in the Gulf Coast and further enhances Inspire’s best-in-class provider base. DarrowEverett served as legal advisor to Hidden Harbor in the transaction.

Represented a leading U.S. private equity firm in connection with its minority growth investment in a national meat producer, packager and distributor.

Represented one of the world’s leading watercraft rental services in connection with its private tender offer to shareholders funded by a further Series B investment by a Japanese diesel and marine engine manufacturer.

Represented one of the world’s leading watercraft rental services in connection with its corporate governance restructuring and a Series B investment and acquisition of a majority stake by a Japanese diesel and marine engine manufacturer.

Representation of a client on the buy side of an M&A transaction in the insurance space.

Representation of a client in the formation of two private equity funds and drafting of private placement documentation.

Represent a large real estate investment firm in a variety of investment partnerships.

Represented client on sell side of a $31 million M&A stock purchase transaction.

Represented an owner of a HVAC company in a sale to private equity firm.

Served as buy-side counsel on behalf of HVAC company for its acquisition of multiple competitors in a roll-up strategy.

Served as buy-side counsel on behalf of a digital marketing company for its acquisition of multiple competitors in a roll-up strategy.

Served as buy-side counsel for the acquisition of an international yacht brokerage.

Served as primary fund counsel to multiple private equity funds deploying capital in the commercial real estate space.

Represented a large real estate investment firm in its formation of several limited partnerships.

Represented a technology company in its formation of foreign subsidiaries.

Represented a private equity firm in its acquisition of a minority interest in a leading sports nutrition provider.

Advised a U.S. subsidiary of a German automotive consulting firm on repatriation of funds to his parent company.

Represented large solar energy company in a variety of regulatory matters.

Advised several closely-held companies on tax issues relating to mergers and acquisitions.

Drafted phantom equity plans for several closely-held businesses.

Representation of a Cape Cod HVAC company through a successful buyout of the company for over $1,000,000.

Advised the oldest and one of the largest private equity firms in the Southeast United States with a primary focus in founder owned businesses in connection with its non-control investment and acquisition of one of the fastest growing supplement companies in the world.