$60 Million Stock Sale of Marine Consulting Company to Global Environmental Firm
Represented a privately held, Florida-based environmental services and marine consulting company in its $60 million stock sale to a global environmental consulting firm operating in the United Kingdom, Europe, and North America. Representation included separating business lines from affiliated companies, transferring key contracts and intellectual property, resolving intercompany agreements and balances, and negotiating real estate documents, employment agreements, and rollover equity arrangements. The transaction required coordination with counsel in Brazil, Trinidad, Suriname, Australia, and Israel while preserving essential business relationships following the separation and sale.
$8.5 Million Sale and Pre-Closing Reorganization of Property Management Company
Represented the seller of a property management company in an $8.5 million sale to a large private equity group. The transaction involved a master purchase agreement covering a holding company and five operating subsidiaries, each with distinct ownership interests. Representation also included a pre-closing F reorganization that allowed the buyer to acquire the operating business through a newly formed entity while legacy liabilities remained with the seller. Facilitated cross-practice collaboration for the negotiation of real estate contracts, employment agreements, and consulting services agreements for certain owners.
$34 Million Sale and Tax-Free Reorganization of Aerospace Manufacturer
Represented a high-precision aerospace and defense aftermarket manufacturer in its $34 million sale through a membership interest purchase agreement. Representation included negotiating the sale and completing a tax-free F reorganization before closing, with coordinated corporate, tax, and real estate counsel addressing the transaction’s principal structuring considerations.
$17 Million Refinancing for Private Club and Hospitality Services Company
Represented a holding company operating in the private club and hospitality services sector in connection with a $17 million refinancing. Representation included negotiating the credit agreement, subordination agreement, and related ancillary documents and issuing a Florida legal opinion in connection with the financing. The work focused on completing the refinancing and documenting the parties’ respective lending and priority arrangements.
Equity Contribution Transaction for Private Club and Hospitality Services Company
Represented a private club and hospitality services company as the buyer in an equity contribution transaction structured through a membership interest contribution agreement. The transaction incorporated both rollover equity, through which the seller retained an ownership stake in the combined business, and earn-out equity tied to agreed-upon post-closing performance targets. Representation focused on documenting the equity exchange and aligning the seller’s continuing investment and potential additional consideration with the future performance of the business.
$80 Million Acquisition of Minority Interest in Privately Held Company
Represented select members of a South Florida company operating in the natural resources sector in the $80 million sale of a membership interest. Served as lead negotiator for the membership interest purchase agreement governing the sale. The transaction formed part of a broader matter involving separate restructuring and real estate components, while the representation focused specifically on negotiating and documenting the members’ sale of their minority ownership interest.
$12.5 Million Sale of Landscaping Company to Private Equity Firm
Represented the owner of a South Florida landscaping company in its $12.5 million sale to a private equity firm based in the northeastern United States. Representation included negotiating the sale documentation and related employment agreements, with a focus on completing the owner’s exit and addressing the terms of continuing employment following the transaction.
$9 Million Membership Interest Buyout Resolving 50/50 Owner Deadlock
Represented the president and chief executive officer of a construction company in the negotiated buyout of the company’s other 50% member for $9 million. The two equal owners had reached a contentious deadlock, and the company’s governing documents did not contain a mechanism for resolving the impasse. Representation included negotiating a settlement agreement and related membership interest transfer terms, avoiding threatened litigation and consolidating ownership of the company in the client.
Negotiated Exit from Distressed Real Estate Investment JV
Represented an investor seeking to exit an underwater real estate joint venture burdened by company debt. Rather than remain invested through a contemplated sale of the company, the client agreed to transfer its ownership interest for nominal consideration, with the acquiring party assuming the associated debt obligations. Representation focused on documenting the transfer and allowing the client to exit the investment without continuing exposure to the venture’s financial obligations.
Entity Structuring and General Counsel Services for Recreational Rental Business
Served as outside general counsel to a South Florida recreational rental business offering watercraft, boat, and bicycle rentals. Representation included forming multiple entities, allocating operational assets and business functions among those entities, and preparing employment agreements, rental agreements, liability waivers, and related operating documents. The entity structure separated certain assets, employment functions, and insurance arrangements, while the contractual work addressed liability considerations associated with rentals to both adults and minors.