Ryan Hong is a partner in M&R’s Los Angeles office and member of the firm’s Corporate, M&A, Securities & Real Estate Practice Group. He has extensive experience handling a wide range of sophisticated corporate transactions, including mergers and acquisitions, equity and debt financings and initial and follow-on public offerings. Likewise, Ryan provides advice and counsel regarding securities compliance and corporate governance matters, doing so for both private and public companies.
Having represented issuers and investors in equity financings, buyers and sellers in business sale transactions and corporations large and small on everything from spin-off and other divesture transactions to Exchange Act filings, strategic alliances and investment fund formations, Ryan’s transactional expertise is as vast as it is sought after.
A consummate dealmaker, Ryan is particularly well-versed in complex joint ventures and partnerships, as well as technology, distribution, manufacturing and licensing arrangements and other intellectual property-related transactions.
Auto Insurance Agency Sale: Handled the $15.8M asset sale of four affiliated automobile insurance brokerage agencies. Drafted the asset purchase agreement, coordinated with tax counsel and negotiated all letters of intent and non-compete agreements. Also dealt with indemnification issues regarding founders and shareholders.
Equity Financing: Handled the Series B Preferred Stock Financing for a cloud-based software and payment solutions business for the insurance industry. Drafted and negotiated the stock purchase agreement, investor rights agreement and other ancillary documents.
Equity Financing of a Credit Risk Insurance Agency: Handled the equity financing of a political and credit risk insurance agency. Drafted and negotiated the letter of intent and provided advice regarding the stock purchase agreement, put rights agreement and other ancillary documents.
Equity Purchase: Assisted in the acquisition of Forbes, LLC by a Hong Kong investment company. Participated in the auction and bidding process, helped draft the membership interest purchase agreement, reviewed all existing operating agreements and documents, and advised the investment group regarding the structure for the acquirer that ultimately purchased the business.
Equity Sale: Successfully advised a wholesale distributor of wireless products with its $15M Class C Unit equity financing from a private equity fund and other investors. Drafted, prepared and negotiated the Class C Unit Purchase Agreement, the Amended and Restated Limited Liability Company Agreement and various ancillary documents. Also negotiated management contracts, including appropriate compensation levels, and advised on the rights of the investors relative to the founding members.
Initial Public Offering: Handled an IPO on behalf of an electric vehicle company. Drafted registration statements, negotiated with the SEC, counseled management regarding observance of federal securities laws during quiet period issues, made applications to the New York Stock Exchange’s AMEX division, negotiated with underwriters, filed S-1 registration statements, advised company and management regarding public company obligations, and drafted indemnification agreements for the Board of Directors.
Initial Public Offering: Assisted Valueclick, a NASDAQ company, in its $78M IPO. Drafted the registration statement, negotiated with the lead underwriter, Goldman Sachs, and interfaced with the SEC on all document issues.
Life Insurance Agency Sale: Handled a $22M asset sale of a life and disability insurance agency. Drafted the asset purchase agreement, negotiated letters of intent and all non-compete agreements, coordinated with tax counsel and dealt with indemnification issues regarding founders and shareholders.
Mezzanine Financing: Lead attorney in the senior subordinated mezzanine financing of an aerospace engineering company. Prepared the debt agreement, promissory note, security agreement and subordination agreement with the bank.
Sale through Tender Offer: Lead counsel in the $28M sale of a publicly traded defense company through a tender offer to a public acquirer. The target company signed a merger agreement with one acquirer, but ultimately closed the merger with a second acquirer that made a higher “topping” bid to purchase the target. Structured the transactions and negotiated the major documents, including the letter of intent and merger agreement and employment, non-competition and transition services agreements for management. Advised the target’s Board of Directors of the “Revlon” case and its related fiduciary obligations in connection with the sale process, and supervised the drafting and preparation of the target’s Proxy Statement and all other filings with the SEC in connection with the tender offer.
Structured Financing: Represented a leading aviation services platform and top ten charter operator in a refinancing transaction resulting in it raising $60M in equity and debt to fund a number of strategic initiatives.