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The reach of M&R’s Corporate & Securities Practice Group spans industries and borders. We represent a domestic and international clientele in transactions in several sectors – Advertising & Digital Media, Banking & Financial Services, Consumer Products, Entertainment & Music, Health Care, Hospitality, Insurance, Real Estate and Retail & Apparel, among them. These deals range from routine financings to highly complex acquisitions. Likewise, our transactional team guides clients through the life cycle of their businesses, routinely handling entity formation and then providing advice and counsel regarding day-to-day operations, expansion and ultimately sales, mergers or other liquidity events.

The firm’s corporate client base benefits from our multi-disciplined approach to client service – complementing the work of the Corporate & Securities Practice Group are the firm’s class action and commercial and business litigators as well as our cybersecurity & privacy, environmental, insurance, intellectual property, labor and employment, regulatory, real estate and tax lawyers. Thus, whatever our corporate clients’ needs or business objectives may be, M&R truly is a one-stop shop for creative, results-driven and industry-focused legal work.

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Areas Of Expertise

Acquisition Program – Initial Transaction: Acted as lead acquisition counsel in four leveraged, private equity sponsored roll-up programs, resulting in portfolio companies valued in excess of $1 billion. The “anchor” transaction in one program involved a closely held entity valued at $100+ million, with purchase price consideration consisting of cash, participating equity and subordinated seller “earn outs.”

Acquisition: Represented a leading insurance broker in the $120 million acquisition of the retail distribution division of a publicly traded insurance holding company, which transaction involved the acquisition of several subsidiaries and subsidiary assets.

Acquisition: Assisted biotech client in its sale to a large European Private Equity fund in a deal valued in excess of $300 million. Led the transaction from term sheet to closing, including obtaining the approval from all 60-plus shareholders. Assisted the company in a spin-out of ancillary business assets not acquired by purchaser in advance of transaction closing.

Acquisition: Assisted client in the online cannabis paraphernalia business in its merger with a larger industry player in advance of the combined companies making a Canadian public listing. Advised client in connection with certain protective rights related to the post-merger operations.

Acquisition: Assisted solar company in the sale of business to a private equity backed acquirer. Advised client and shareholders to create most efficient tax structure for transaction in coordination with tax counsel, including contribution of equity interests in acquirer.

Acquisition: Successfully advised India’s largest media company in its acquisition of a group of U.S. and offshore companies to purchase various television distribution rights to international cricket leagues. Helped client determine the most efficient manner of acquiring the various companies and assisted in structuring the U.S. operations post-acquisition. Handled all aspects of the transaction from negotiation of the term sheet to documentation of the various deal documents.

Asset Purchase: Represented the purchaser in a split acquisition of the assets of a high-profile Michelin-starred restaurant. The deal required bankruptcy court approval of sale for a portion of the assets that were subsequently aligned with other assets acquired by another entity, as well as structuring of the acquiring entity and counseling of the principals through funding.

Complex Governance Agreements: Drafted complex governance agreements in connection with an Arctic opportunity and affiliated advocacy groups, together with subscription and employment agreements, private placement memorandum and governance documents for related private equity funds. Also prepared securities compliance filings involving federal securities and blue-sky laws.

Corporate Restructuring: Assisted Hong Kong-based company with a restructuring to “flip” to U.S. corporate entity in advance of seed funding in the U.S. On the eve of seed funding close, negotiated a buy-out of one of the founding shareholders to avoid disruption to funding.

Disposition: Represented a European-based consumer products manufacturer and distributor in the restructuring of the company’s international retail operations.

Financing: Represented a major New York-based commercial real estate developer in the financing of the construction of a Medicaid-reimbursed assisted living facility, a transaction involving the EB-5 Immigrant Investor Program and valued in excess of $40 million.

Financing: Assisted gaming company in its seed funding and subsequent Series A financing. In advance of seed funding, advised and assisted client in its restructuring of LLC entity to corporate entity and in reorganizing the international operations to facilitate funding.

Financing: Assisted security analytics and operations management technology company in its $29 million Series A financing from both domestic and international investors. Advised client in pre-investment corporate restructuring.

Financing: Assisted cloud access governance technology company in its $40 million Series A financing, which involved both direct and secondary investment. Helped negotiate and document all aspects of the investment.

Health Care HUD Refinancing: Closed the largest HUD-insured loan ever on a single building in the United States. The loan, having a principal amount of $126,925,400, was in connection with the refinancing of health care facility in New York City. Notably, the refinance transaction was threatened at the 11thhour given a Certificate of Occupancy issue. Nevertheless, after days of diligent research and negotiation by our attorneys, the matter was resolved and the closing was able to proceed as scheduled.

Joint Ventures & Strategic Alliances: Represented an entertainment-focused bank in its joint venture and strategic alliance with a music touring-related SAAS company to develop a platform for financing music touring and live performances.

Lending: Assisted client in multiple refinancings of its real estate portfolio valued in excess of $500 million under mortgages insured by the Department of Housing and Urban Development (HUD) multi-family financing program.

Lending: Structured and closed a $3 million credit facility on behalf of a private lender secured against both domestic and international assets of borrower. Negotiated and drafted all loan and security documents.

Market Timing/Late Day Trading: Advised the board of directors of a mutual fund in advance of a wave of prosecutions related to market timing and late day trading. As a consequence, our client was one of the few similarly situated entities not prosecuted, and its assets grew to $70 billion.

Mutual Fund: Negotiated the merger of two multi-billion dollar mutual fund complexes. 

Mutual Fund: Represented the board of directors of a mutual fund relative to the termination of an advisory contract with an underperforming advisor and the hiring of a successor adviser with superior investment performance.

Private Equity Roll-Up: Represented a private equity sponsor in its roll-up of several telecommunication businesses that provided network engineering and technical services, supported one- and two-way wireless technologies and maintained tower sites.

Restaurant Formation: Structured and formed several restaurant businesses, including single purpose and multi-unit holding and operating entities. Counseled restaurant owners and operators on financing; secured licensing (alcohol), furniture, fixtures and equipment; and negotiated and drafted executive compensation, management and consulting and licensing agreements.

Structured Financing: Represented a leading aviation services platform and top ten charter operator in a refinancing transaction resulting in it raising $60 million in equity and debt to fund a number of strategic initiatives.

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