Mergers & Acquisitions

We represent buyers and sellers of industrial, office and retail real estate, as well as unimproved commercial real estate. This includes the traditional elements of title, survey, and environmental review, as well as developing strategies for financing acquisitions, and pooling real estate assets in investment funds for varying hold periods prior to syndication or disposition.

In addition, we represent both landlords and tenants (from national credit stakeholders to sole proprietorships) in all manner of commercial oriented real estate leases (from large office buildings to stand-alone industrial, and large and small retail).

We represent both lenders and borrowers for acquisition financing arrangements involving real estate, tangible and intangible assets, and securities. This can involve conventional and unconventional lending sources. It can also involve leveraged finance structures, and intercreditor arrangements to accommodate mezzanine finance components.

We can also create mechanisms allowing for debt oriented business recapitalization through a variety of nuanced paths depending on the needs/restrictions the business faces. Additionally, we can engage strategies for debt restructuring to alleviate circumstances of distress.

Not every need for a business fits neatly into the buying/selling, landlord/tenant, or finance boxes. Some items involve contracts among customers and suppliers. Some items involve disputes. For everything that occurs after you start or acquire a business and before you sell a business, we have seen quite a bit. We refer to this broad area as ‘operational matters’ and we have lots of experience helping clients to work through all manner of challenges to place them in the best position to optimize their chances for success.

In our experience, most business operators have deep expertise in matters pertaining to the unique qualities of their industry or business line. However, it is also common for most business operators to lack a deep understanding of many facets of business that can be critical to growing, advancing or even just keeping the business afloat. That is where we can step in to offer counsel on strategies that are not necessarily apparent or understandable as options for business owners to consider.

Business advisory counsel can cover a broad range of topics including, but not limited to, corporate development/planning; general corporate restructuring and restructuring to accommodate new investors/equity; debt financing/restructuring and how to pitch for it; equity sourcing and how to pitch for it; harvesting value/revenue from existing assets through licensing; business process re-engineering particularly as necessitated by larger restructuring needs; business plan revision; and tax advantaged decision making.

In most cases, it is common for us to work with the client’s accounting firm through these processes to assure that a company’s third party professionals work in unison to achieve efficiencies as new paths and scenarios are considered.

And finally, we put our rolodex to work for our clients. Our broad network of contacts and resources can be brought to bear in our clients’ favor. Does your company need to relocate? A new bank relationship? Do you need new equity or to source debt? Are you looking to buy or sell a business, but don’t know where to begin? Or does your company need a boost to its business development efforts to gain new customers or access to new markets? We can help facilitate momentum for all of these scenarios and more just by turning to our existing contacts and relationships on behalf of our clients.

We have extensive experience working in the energy sector with specific emphasis on aspects of the energy transition. This includes working with utilities, clean energy developers, tax equity providers (acquirers of tax credits through investment in clean energy projects), and off-takers of clean energy in the form of companies and utilities seeking to increase the percentage of clean energy represented in their overall energy consumption mix.

This includes focus on details of physical power purchase agreements, virtual power purchase agreements, their debt and equity structures, settlement mechanics including swaps from floating market prices to fixed, as well as the risks associated with energy price basis differentials. In essence, we work to demystify these highly technical transactions for all manner of stakeholders in the value chain. This means working collaboratively with the myriad professional teams necessary to complete these important projects of increasing significance to businesses throughout the country.

We also work with economic development groups on matters relating to clean energy alternatives as energy costs and related support infrastructure have rocketed to the top of the list of concerns for companies engaging in business and physical plant expansion.

We represent the full range of stakeholders engaged in public-private partnership projects which generate tax credits as a mechanism to help finance the tax credit eligible project itself. Tax credit investment considerations always enter the discussion of sale of a business because the sale of a business typically creates a liquidity event for the seller. And liquidity events are almost always synonymous with “taxable event”.

While most of our work in this area is in representing investors in projects that will allocate tax credits to our client(s) as part of a tax advantaged strategy adopted in conjunction with a liquidity event, we also occasionally represent project developers in managing one or more challenges relating to the completion or operation of a project that is tax credit eligible.

Most tax credit oriented projects we work with tend to be renewable energy (RETC), low-income housing (LIHTC), and historic preservation (HTC).