We assist clients in connection with mergers, stock and asset acquisitions, sales, divestitures, spin-offs, redemptions, share exchanges, acquisition of controlling or strategic interests, corporate restructurings, leveraged buyouts, joint ventures, and strategic alliances. We provide counsel on structuring; tax planning; performing due diligence; preparing, reviewing, and negotiating the transaction documents; advising on regulatory matters; assisting with financing; and closing the deal. Examples include:

• Counsel for sale and post-closing joint venture, development, and management structure of $80 million senior housing business and facility
• Counsel for leveraged acquisition of a $74 million healthcare business
• Counsel for sale of $70 million national franchisor to a private equity fund
• Counsel for $50 million sale of a manufacturing business
• Counsel for acquisition of $40 million senior housing business with multiple campuses.
• Counsel in acquisition of $40 million multi-campus senior housing business
• Counsel for $34 million sale of software company to publicly traded company
• Counsel for sale of software company for $34 million in cash and stock to a publicly traded company
• Counsel for numerous purchase and sale transactions ($100+ million in the aggregate) in the insurance industry (including claims management businesses)

Many of our clients do not have in-house legal teams, and rely on our attorneys to serve as “outside general counsel.” Your attorney should be one of your key strategic business advisors. We pride ourselves on being the first call many clients make when facing important challenges and opportunities. We provide clients with strategic advice and practical counseling on a range of business matters, including those related to customers, suppliers, lenders, competitors, employees, and more. As outside general counsel we combine a trusted point of contact who knows you, your appetite for risk, and your distinct needs and goals with a team of lawyers with varied areas of experience upon which to draw to ensure you can keep your focus on the success of your business. Examples include:

• Outside general counsel to $300+ million consumer services company with operations in the United States and multiple countries in Europe and Asia
• Outside general counsel to $300+ million healthcare business with operations in multiple states
• General counsel to several $100+ million entrepreneurs and their organizations
• Outside general counsel for nationwide franchisor with over 400 locations in 45 states
• Representation of family office with more than 115 closely held businesses
• Outside general counsel to multistate pest control company

Our attorneys provide practical guidance to companies, boards of directors, and other key leaders on a range of corporate governance policies and procedures, including composition and operation of boards of directors and other committees; design and formation of advisory committees; change of control, procedures, and implementation; ethics, charters, best practices, and other policies of boards and committees; conflict of interest matters; fiduciary duties; and executive compensation. Examples include:

• Representation of $500 million REIT
• Representation of manufacturer operating in United States, Greece, France, Italy, Spain, United Kingdom, Portugal, Croatia, Bulgaria, Romania, Ukraine, South Africa, Turkey, United Arab Emirates, Australia, Thailand, and China

Our experience with private equity includes transactions where we represent private equity funds in acquisitions of portfolio companies, add-on acquisitions, and acquisition financing, as well as representing businesses or their owners selling to private equity groups. Our experience on both sides of private equity deals enables us to understand the needs and mindsets of both the private equity fund and the entrepreneur who may be embarking on the largest business transaction of their life. Examples include:

• Counsel for sale to a private equity fund of $70 million national franchisor and related co-ownership agreements
• Counsel for sale to a private equity fund of a $45 million manufacturing business
• Counsel for private equity fund’s $25 million purchase of a pest control business
• Counsel for sale to a private equity fund of a $15 million manufacturing business and related co-ownership agreements
• Counsel for a private equity fund in the roll-up of 17 healthcare clinics in multiple states

Among the many important decisions business owners face, one of the most critical is choosing the right entity structure. A corporation provides a familiar set of defined roles for shareholders, directors, and officers, while a limited liability company (LLC) combines the liability protection of a corporation with many of the economic and governing flexibilities of a partnership. Whatever type of business entity you choose, each has its own tax, financial reporting, and governance issues. Our attorneys regularly advise clients on general business law matters and on the formation and structuring of corporations, limited liability companies, partnerships, and joint ventures. Examples include:

• Private developer’s counsel in relocation, public-private real estate co-development, and financing for Atlanta Braves spring training stadium and surrounding mixed use development
• Negotiated $1.5 billion platform real estate and local partner joint ventures with global private equity firms
• Represented development team in $200 million joint venture with global private equity firm for acquisition of multi-state residential real estate development community portfolio
• Negotiated $120 million real estate development joint venture
• Negotiated a multimillion dollar investment by a venture capital firm into a physician management and billing operation with back-office support in India and provided ongoing structuring, contracting, and compliance advice
• Represented development team in joint venture with national homebuilder for acquisition of 9,500-acre, 11,000-unit mixed-used, multiphase development project site
• Negotiated joint venture for Publix supermarket anchored commercial shopping center acquisition, development, and operation 
• Negotiated joint venture for acquisition and entitlement of golf course, for repurposing as a residential community
• Negotiated joint venture for the acquisition, development, and management of a multi-campus senior housing business

Beyond simply understanding the laws that govern businesses, our attorneys learn the complex dynamics of your business to deliver personal, pragmatic approaches to achieve your objectives. We help our clients mitigate potential risks, negotiate desired terms, and create sophisticated arrangements that set the course for their businesses and establish a solid foundation from which to operate. Williams Parker attorneys regularly handle the drafting and negotiating of all types of business agreements. Examples include:

• Provided 50-state licensing advice and ongoing general counsel to a publicly traded stored value card company 
• Handled private placement and structuring of a pine nut processor in Russia
• Negotiated an IP licensing agreement for a multi-acre artificial recreational water feature utilizing Crystal Lagoons technology

No two commercial finance transactions are the same–there are always unique characteristics that can complicate a deal. We have experience structuring deals with multiple lenders, multiple layers of debt, unusual funding sources, complex capital structures, unusually tight time frames, and many other atypical factors. We represent borrowers as well as lenders, including banks, funds, and other providers of financing. 

Examples of representation of borrowers in recent debt finance transactions, include:

• $91.35 million credit facility for a healthcare business
• $80.25 million credit facility for a healthcare business
• $77.56 million credit facility for a healthcare business
• $57.40 million credit facility for a healthcare business
• $43.75 million credit facility for a marketing business
• $27.50 million credit facility for a manufacturing business

Examples of representation of conduit borrowers in recent tax-exempt bond transactions, include:

• $350 million offering for a hospital
• $38.5 million offering for a senior housing facility
• $35 million offering for a senior housing facility
• $23.75 million offering for a private school
• $20 million offering for a private school

We assist companies at all stages of development in navigating the complexities of equity-based compensation, including stock options, restricted stock, phantom stock, and profits interests. We help our clients design an equity-based compensation program by guiding them through the various equity-based compensation structures and providing practical solutions to the multitude of related complex tax and corporate law issues. Once the design of the equity-based compensation program is complete, we assist clients in implementing the program, including preparing explanatory memorandums for program participants and, depending upon the structure of the program, drafting plan documents, award agreements, and drafting or revising entity governance documents, such as shareholder agreements or operating agreements, to accommodate the program.