On behalf of a Citigroup subsidiary, designed a sophisticated
trade payables structure to facilitate payment between
buyers and suppliers in a manner that revolutionizes
traditional factoring. This engagement also required
BB&P to draft and negotiate strategic alliance agreements
for the licensing of the intellectual property associated
with the technology platform that supports this financial
product.
Represented a healthcare technology company in a number
of private placement financings. Drafted the Private
Placement Memoranda, all subscription documents, structured
both debt and equity instruments, including convertible
securities and warrants, negotiated underwriting agreement
and terms of participation by institutional investors.
Lead counsel in series of divestitures of various product
divisions for contact lens manufacturer and designer.
Sales included the transfer of a number of intellectual
property rights, including patents and trademarks. Buyers
were both domestic and foreign corporations.
Sale of a regional chain of nine pet superstores to PETCO.
Transaction structured as a tax free merger via a stock
purchase in exchange for restricted securities and accounted
for under the pooling of interests method. BB&P
advised on all aspects of the transaction including
the tax structure, securities issues, Hart Scott Rodino
compliance, and ongoing employment agreements for the
founders.
Sell side representation in acquisition of substantially all the assets of telecommunications and IT solutions service provider with operations in United States and United Kingdom. Historical sales of $65 million, funded by various institutional investors in multiple rounds of venture capital investment.
Acquisition by US aerospace defense contractor of
UK manufacturer of electronic components used in government
and commercial satellite programs. BB&P coordinated
an international team of accountants and lawyers to
structure and complete the acquisition. Post-transaction
representation included a financing transaction to increase
manufacturing capabilities of the combined company and
to transfer certain operations to the United States
and Canada. BB&P also acted to obtain certification
for the UK operations to be the only non-US manufacturing
firm qualified to sell its products to NASA.
Acquisition of medical supplies company structured as
an asset purchase. BB&P represented a Florida corporate
purchaser in its acquisition of a New York competitor
in all aspects of the transaction, including financing
arrangements, ongoing consultancy contract for former
owner, UCC compliance and employment issues.
Multiple private financings for a technology company
in the international trade sector. Financings ranged
from an initial "friends and family" round
to institutionally underwritten private placement of
debt and equity securities. Representation included
all aspects of corporate and securities compliance,
structuring of employee stock option plan, licensing
of technology, industry partnerships and joint ventures.
Counsel to one of Europe's leading brewers ranking in
the top 10 by sales volume internationally. BB&P
recently represented them in the implementation of a
promotional contest to select the spokesperson for Kronenbourg
Beer in the US. Our representation included counseling
regarding regulatory compliance, drafting of the promotional
materials and web text, as well as site contracts and
spokesperson contracts.
Representation of a Family Limited Partnership in its
divestiture of various public and non-public holdings
in technology sector. Obtained premium to market value
in each transaction.
Establishment of Culligan International's business in
Central Europe. Representation included privatization
of local competitor, tenders for municipal sewage treatment
and water purification facilities, establishment of
local dealer network through wholly owed and joint venture
entities.
Representation of Fortune 500 building materials manufacturer
in privatizations in Hungary and joint venture in the
Ukraine.
Representation of numerous international corporations
in the expansion of their businesses into the US including: