WILLIAM A. NEWMAN
Bill Newman advises Barton’s clients on the structuring and execution of sophisticated business and securities transactions. He actively represents operating businesses, investment funds and individual investors across a wide variety of industries, including financial services, investment management, real estate, information technology, media, marketing, life sciences, software, manufacturing and distribution. Bill assists emerging growth companies in accessing US capital markets, using his expertise with the SEC’s rules as well as the regulations of the major US securities exchanges and the US over-the-counter securities markets.
Bill often is involved with mergers and acquisitions and joint ventures on behalf of Barton’s clients. His mergers and acquisitions experience includes representing investment funds in the purchase and sales of portfolio companies. He has considerable expertise regarding inbound investments in the United States and inbound acquisitions of U.S. businesses, including regulation by the Committee on Foreign Investment in the United States (CFIUS), an area in which he has written and presented extensively.
Prior to joining Barton, Bill was a partner with Sullivan & Worcester, LLP and from 1999 through 2008 was the managing partner of the New York office of McGuireWoods LLP.
- WILLIAM A. NEWMAN
- Client Advisories
- Representative Matters
- Awards & Honors
- Speeches, Panels & Presentations
- Quotes, News & Publications
- Recent Changes Require Attention to Enhanced Federal Regulation of Foreign Direct Investment into the United States
- Treatment of Loan Transactions by Foreign Lenders as Regulated Foreign Direct Investments
- Complying with the Voluntary Review Process When Investing in or Acquiring a U.S. Business
- Evaluating Contractual Provisions That Relate to CFIUS Review: A Proposed Solution
- Federal Court Gives Expanded Meaning to “Beneficial Ownership”
- Represented a strategic brand management business in its structuring and establishment of a joint venture between a high-profile media personality and a New York-based venture capital firm. The joint venture expects to create, produce and release a series of consumer product offerings over the next several years under a new brand. We negotiated and drafted the documentation for the venture, as well as provided input on tax and intellectual property issues that arose as the negotiations proceeded.
- Represented the lead investor and other investors in a second round of early stage financing for Preen.me, the world’s leading social beauty platform. We negotiated with the company’s noteholders and stockholders to revise Preen.me’s balance sheet to accommodate the investment structure desired by the new investors.
- Represented R1 International (Americas) Inc., a prominent trader of natural rubber, and its Singapore-based parent in the negotiation and completion of a secured revolving line of credit. As a trader of a commodity that trades in both the spot and futures markets, we were able to assist our client in developing a workable framework for the financing with its bank lender that took into account all of our client’s assets.
- Represented SurePure, Inc. in series of offshore equity financings involving shares of its common stock in transactions that were structured to comply with Regulation S under the Securities Act of 1933. We also prepared the Company’s registration statement to be filed to register the resale of the shares that were sold in the financings.
- Represented a private equity fund in the sale of a portfolio business to another private equity fund. The target company was a home improvements business serving the full US market with a presence in each of the 50 states. The structuring execution of the sale required that we become fully immersed in the cash management aspects of the company. We worked closely with our client fund’s financial advisor to achieve the desired result.
- Represented a retailer of name-brand women’s outerwear apparel in its strategic acquisition by a major woman’s apparel house, including the structuring of an employment agreement for the principal of our client. We were aided by the considerable expertise within the firm in the US fashion industry.
- Represented the US subsidiaries of a Dutch multinational in the sale of the worldwide business to an Italian purchaser. The U.S. subsidiaries engaged in businesses that were connected with U.S. national defense. As a result, the subsidiaries and their parent, as well as the purchaser, filed applications with the Committee on Foreign Investment in the United States (CFIUS). The Committee required detailed submissions regarding the business involved and their relationships to U.S. national security, all as required by the relevant regulations. The overall transaction was structured as a tender offer governed by Dutch law and, as a result, required extensive international co-ordination with both Dutch and Italian counsel.
- Represented an Israeli company that develops customer interaction management software in its acquisition by a U.S. public company. The target was owned by several venture capital funds, and the transaction did not return all of the invested capital. As a result, and in order to preserve the management team intact for the purchaser, we advised with respect to a recapitalization of the seven outstanding classes of equity securities that was effected simultaneously with the cash merger of the businesses. In the course of the engagement, we advised with respect to numerous issues of Delaware corporate law.
- Represented the financial advisor to the purchaser in the privatization of certain Albanian oil and gas properties, principally three oil and gas exploration and development sites. Our client was an offshore advisor that was knowledgeable with respect to governmental processes and procedures in Albania. The purchaser was a U.S.-based small cap public company. The client’s advisory compensation package was structured as a combination of cash and securities of the purchaser and provided for compensation for future, as well as current, services, in excess of $20,000,000. As a result and among other aspects, we advised our client on issues relating to compliance with US securities laws.
- Represented the buyer in the acquisition of a business that manufactures and distributes laboratory test equipment used in genomic research. The business had been acquired some years before by a publicly traded entity. After full integration, the owner elected to sell the business. To complete the transaction, we advised on the unraveling of several arrangements between the target and its owner and other affiliated businesses. We also advised with respect to an asset-based financing several months after the acquisition had been completed and, thereafter, on its refinancing as well.
- Represented a UK-based publisher in its acquisition of the assets of a US trade book publisher, including its inventories and customer lists. The purchase was required to be completed in a particularly compressed period of time and within a strict budget, both of which we were able to accomplish.
- Represented the UK-based acquirer of certain mobile communications applications design assets of a distressed seller operating both in Canada and the United States. Much of the transaction was focused on the successful transition of the technology team from the seller to the buyer, as well as the underlying intellectual property assets. We also formed a new U.S. subsidiary of the purchaser and advised regarding various employment and consulting agreements.
- Represented the remaining partner in the ownership transition of a furniture distribution business. We structured the sale by the departing partner to the company, including both current and deferred payments of the purchase price, and those arrangements that were put in place to secure the deferred obligation. The transaction required the resolution of tax and estate planning issues, as well as a sensitive approach to the personal issues inherent in the end of a business relationship that had successfully endured over many years.
- Represented a corporate group comprised of Swiss and South African companies in the listing of their list shares on U.S. financial markets by means of an alternative public offering. Prior to the offering we also represented the group in its capital raises outside of the United States. Working with the client, we prepared all of the required SEC filings. The listing had three purposes: a) to provide liquidity to our client’s forty-plus shareholders; b) to enable our client to raise capital in the public markets; and c) to provide visibility for our client’s product and validation for its business plan. We continue to represent the business not only in its ongoing SEC filings, including its registration statement, but in its international commercial agreements as well.
- Represented a publicly-traded manufacturer and distributor of laser technology-based medical devices. We advised the company on a series of straight debt financings, convertible debt financings and PIPE and other capital raising transactions and in connection with its SEC filings. We also advised on a transaction in which the client sold all of its assets to a competitor. In the course of our work, we counseled the client’s board of directors on matters relating to governance and share listings.
- Represented a Finnish sponsor of a web-based business, the purpose of which is to match investors with start-up ventures based outside of the U.S. In the course of the advise, we reviewed the positions that the Securities and Exchange Commission had taken with respect its rules regarding private placement offering that are exempt from the registration requirements of the Securities Act of 1933 and also the registration requirements for broker/dealers under the Securities Exchange Act of 1934. We were able to structure a business plan that satisfied the client’s goals.
- We submitted comments to the Securities and Exchange Commission on a proposed rule that was mandated under the Dodd-Frank Act that would require the loss of exemption for certain private placements based on the participation in those transactions of certain persons with past criminal convictions or administrative adjudications. We prepared a comment letter in consultation with one of our clients, a nationwide background investigative service, and requested changes in the proposed rule that would permit reliance by issuers and others on certain reports by third parties.
- We regularly prepare private placement memoranda that our clients use to raise funds in offerings that are exempt from the registration requirements of US securities laws. We have prepared offering documents for medical device businesses, hospitality businesses, investment funds and private equity funds, among others. Our experience with private placements also extends to compliance with “blue sky,” or state securities, laws.
- Represented an international money transfer business in its secured working capital bank financing. To execute this transaction, we were required to understand both the regulated aspects of our clients business as well as some customized aspects of the lenders’ terms.
- Represented a U.S-based bio-tech business in a private financing with offshore investors. The bio-tech business was in a sensitive area relating to food supply and therefore related to U.S. national security. As a result, and notwithstanding the fact that the investors had bargained for only one board seat, a filing with the Committee on Foreign Investment in the Units States was required, which we prepared and submitted.
- Represented a UK-based worldwide marketing firm in the restructuring of the debt and equity of its US subsidiary. The subsidiary had encountered a series of legal challenges, including class action lawsuits regarding some of its operations. We were able to advise on a restructuring with respect to the ownership of the equity of the subsidiary, resulting in 100% ownership moving to our client and advised the client through its sponsorship of an insolvency proceeding to deal with the claims that had been brought against the business.
- Represented a major European designer and manufacturer of winter sports equipment in the restructuring of the bank debt and equity ownership of its U.S. subsidiary. We worked with the client to locate new debt financing for the business and advised with respect to the transition from one lender to a successor. We also were able to recommend certain management additions which led to improvements in the business. As the business improved, we also advised with respect to certain marketing joint ventures in the United States and Canada.
- Represented two principals who formed an introducing broker business that was spun out of a major international bank. In this transaction, we were able to advise on the complex compliance aspects of the planned structure, as well as to put the desired structure in place. We also advised on the formation of entities for the various lines of business for the introducing broker, producing documentation that reflected the business and personal requirements of the new owners. We worked closely with our clients’ other advisors to deliver the desired result.
- Represented two private equity funds in connection with the formation of their jointly-owned entity for the formation of a manufacturing business. We also assisted in the preparation of offering documentation and management agreements.
- Structured and implemented a special purpose vehicle for the existing investment by private clients located in Asia in a major US entertainment business. Our engagement required that we consider corporation, US tax and other legal issues to achieve the exact result requested by our clients and their investment advisors.
- Represented a leading privately owned fashion business in the negotiation of multi-year employment agreements for its senior executives. A key aspect of the employment agreements was the design and structure of an equity-based incentive plan that met the specifications of the owner of the business and at the same time incentivized the executives. The entire package was custom-tailored to the needs of the business and its industry.
Awards & Honors
- Martindale-Hubbell featured AV Peer Review Rated
- The Legal 500 US (Media & Entertainment), 2007
Speeches, Panels & Presentations
- “The CFIUS Landscape in 2018 and Beyond: Practical Guidance to the Hazy Road.” Live Webcast. The Knowledge Group. (February 7, 2018).
- “CFIUS and FINSA: Hot Topics in 2016 LIVE Webcast.” The Knowledge Group. (June 2, 2016).
- “SME Forum: 21st Century Risk: Growth in Uncertain Times.” BritishAmerican Business. New York, NY. (April 28, 2016).
- “SME Forum: Growth Through Partnerships.” BritishAmerican Business. New York, NY. (January 29, 2015).
- “Understanding the Securities Laws.” Practicing Law Institute. New York, NY. (July 23, 2014).
Quotes, News & Publications
- “The Ins and Outs of CFIUS Filing.” The Deal Magazine. (August 24, 2009).
- Interview with William A. Newman Esq., Partner, Sullivan & Worcester LLP. VCExperts.com. (April 15, 2009).
- “Overview of Complying with the Voluntary Review Process when Investing in a U.S. Business”. VCExperts.com. (April 14, 2009).
- “The Future of M&A.” Business Credit. (September 2002).
- “How an Accounting Rule Spoiled a Popular Deal Format.” Mergers & Acquisitions. (December, 1997).
- “War Stories, What We Can Learn from Previous Mergers,” in Law Firm Mergers, NYSBA. (1986).