Private Lending Transactions
We represented the family members of a privately-held ice cream manufacturing and distribution business in the sale of assets of the business to a new operator. The unpaid portion of the purchase price was secured by the assets sold.
Sale of Medical Practice
We represented a doctor of podiatry in the sale of his business to an employee. The transaction included documentation of the sale and security for the purchase price, negotiations with the landlord concerning the ongoing lease obligations, and consideration of the tax implications.
Expansion of a Family Business
We assisted in representing a small, family-owned business in restructuring its corporation to expand the business. The family owners were able to bring in new investments, take advantage of a unique, exclusive distributorship opportunity, and expand the existing business line while maintaining ultimate control of the corporation.
Sale of Business
We assisted our clients, the shareholders of an Oregon corporation with approximately $110 million in annual revenues, in selling all of the shares of their corporation to a Fortune 500 publicly-traded corporation. We were able to assist them in various issues, including those related to (1) the sale of the securities, (2) security for outstanding obligations owed to them, (3) employment agreements for several of the principals, and (4) limitation of liabilities with respect to covenants in the sale agreements. The Chief Executive Officer of the publicly-traded company personally came to Portland and complimented both Sussman Shank LLP and the Wall Street law firm representing it for the timely and efficient legal services involved in closing a technically difficult transaction.
Sale of Health Club
We represented the limited partnership owner of a full-service health club in selling the assets of the club to a new operator. Because a portion of the purchase price is to be paid over time, we assisted in negotiating the structure of the payments and the security for repayment. We also assisted our client with issues related to the termination of its employees and other issues.
Buy/Sell of LLC Interests
We represented an individual investor who was a major shareholder and active manager in a large construction company and several related entities. We were asked to facilitate his withdrawal and disposition of his interests. In doing so, we advised our client on a wide variety of issues including the scope of noncompetition agreements, issues relating to corporate debt guaranteed by our client as well as the remaining investors, and appropriate strategies for the orderly completion of the transactions.
Sale of Restaurant
When the franchisee owner of two restaurants was facing financial difficulty, our lawyers helped complete the sale of the struggling restaurant to the franchisor, relieving our client of significant cash flow issues and reducing debt while maintaining the franchise for the more successful restaurant. We also assisted the client in negotiating with its landlord and restructuring secured debt to set the stage for a possible turnaround.
Merger and Acquisitions
We represented a regional mechanical contracting firm in the successful negotiation and sale of its operations to a publicly traded national consolidator in the HVAC and mechanical contracting industry.
We successfully negotiated the multi-million dollar sale of a local company offering international tours to a well-known national tour company.
Tax-Leveraged Business Sale
We recently assisted in facilitating the sale of a multi-faceted group of family-owned businesses in the industries of sand & gravel, ready-mix, and river dredging to a multi-national corporation. Significant tax savings were achieved for the sellers through the use of Charitable Remainder Trusts and other deferral techniques.
Division of a Family Business
We represented a family in the division of their company into two separate entities. The transaction was structured as a tax-free reorganization and approved by the IRS in a private letter ruling.
We often represent management groups in the purchase of the company from retiring owners. The interpersonal relations and negotiation dynamics of these transactions are often as delicate as the contract terms. Our lawyers are skilled in both areas.
National Training Center
We assisted in drafting the organization and operational contracts for a new national training center for decision making in disaster situations.
Sale of Technology Company to National Consolidator
Sussman Shank LLP lead the sale of our client, a Pacific Northwest based technology company and its principal, to a national consolidator, which included a F Reorganization, the principal of the acquired company obtaining significant equity in the national consolidator, and significant long term employment and earnout incentives.