Sale of Business Interests to Related Parties

Work with shareholders of private companies or partners in various partnerships to acquire each others interests.  Assist in valuing the interests, negotiating the terms and conditions of a sale, and raising the acquisition financing.

Experienced in Resolving Partner/Shareholder Disputes, the outcomes which have included the acquisition of the partner’s/shareholder’s business interests by other partners/shareholders, establishing Employee Stock Option Programs to, over time, adjust stakeholders equity interests, and structuring/negotiating employment agreements with adjustable benefit packages.

Samples of Successfully Completed Assignments

Home Health Agency

Successfully facilitated a sale of the Assets and Business of this pediatric home health agency, under Section 363 of the U.S. Federal Bankruptcy Code, to a national home health organization. Originally had been retained as a special consultant to assess the Company’s viability, the cause of its cash flow deficiencies, and its tax liabilities.

Specialty Frozen Food Manufacturer

Advised management of one of the nation’s leading manufacturers of Italian frozen foods in acquiring 100% of the equity in the operating and real estate holding companies: determined the valuation, structured the transaction (cash and note payments for the different equity interests acquired), negotiated the terms and conditions, and raised the acquisition financing: mortgage financing, working capital facility, and a term loan.

Electronics Manufacturer

Advised management on the acquisition of the Assets and Business of this electronics manufacturer, under Section 363 of the U.S. Federal Bankruptcy Code. Assisted in negotiating the acquisition terms and conditions with the operating trustee, in raising the acquisition financing (senior, mezzanine, and equity financing), and testifying in bankruptcy court as part of efforts to get court approval for the transaction.

Building Supplies Distributor

Assisted management in developing and implementing a turnaround plan, obtaining forbearance agreements from the company’s banks, negotiating new credit terms with the major vendors, changing cash/credit management procedures, and reducing operating expenses. Subsequently successfully sold the company to a national competitor with $900 million in sales plus obtained signed long term leases on the warehouse locations that were personally retained by the Seller’s equity shareholders.

Advertising Services Company

Initiated the sale of this advertising services firm that provided internet-based services to most of the major advertising agencies.  Successfully negotiated the purchase terms and conditions including the: cash payment, the fixed note, the contingent note based on the technology’s market penetration, and employment contracts for senior management.

Frozen Food Manufacturer

Initiated the sale of this manufacturer of frozen dinners and desserts.  Identified the out-of-state buyer and developed the strategic justification for the acquisition. Successfully negotiated the purchase terms and conditions including the: cash payment, the fixed note, the contingent note, and a five-year consulting contract for the owner.

Paging Company

Advised the equity holders on the sale of the Assets and Business of this paging company, under Section 363 of the U.S. Federal Bankruptcy Code. Identified the buyer and assisted in negotiating all the acquisition terms and conditions including an employment contract for senior management.  Also negotiated with secured and unsecured creditors as part of securing court approval for the transaction.

Computer Hardware and Maintenance Company

With the support of the secured creditor, the creditors’ committee and management, was appointed by bankruptcy court to implement a turnaround plan at this distressed company that had recently $82 million in revenues.  Consolidated offices, reduced staff, and lowered operating assets.  Ultimately sold the Company’s assets to the management group under Section 363 sale of the U.S. Federal Bankruptcy Code.

Roofing Supplies Distributor

Advised the shareholders on the sale of their equity interests to the management of this roofing supplies distributor.  Developed the valuation benchmarks, negotiated debt forgiveness from a secured creditor, and negotiated the sale terms and conditions.

Candy Manufacturer

Developed and implemented a turnaround plan for management/owners of this distressed candy manufacturer. Structured a plan that involved establishing a new company that acquired the machinery/equipment and trademarks from the original company. Then the original company was dissolved after the surplus real estate, machinery/equipment, and accounts receivable were sold/collected; a discounted settlement was negotiated with certain vendors and on the personally guaranteed debt with the secured lender.

Office Furniture Distributor

Through employment contracts, establishing an Employee Stock Option Program, negotiations with other shareholders, and the passage of key Board of Directors resolutions, the client, who was the firm’s primary producer, had his equity interest increased from 33% to 70%.

Temporary Staffing Company

Initially advised management on a cost reduction program and negotiated forbearance agreements with secured lenders.  Once stabilized, then advised management on structuring the asset sale of this temporary staffing company. Utilized a Consulting Agreement and a Purchase Agreement to maximize the after tax benefits to the seller and buyer. Transaction included upfront cash, a fixed payment note, and a contingent payment note.

Specialty Food Distributor

Advised management of a local food distributor that was acquiring a regional specialty food distributor that was 300% its size.  Active in determining the valuation, structuring the transaction including payment terms on the Seller Notes, and raising the acquisition financing.