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OVERVIEW

Martin W. Zivitz
Partner

Indianapolis

11 South Meridian Street
Indianapolis, IN 46204-3535

P 317-231-7347

F 317-231-7433

OVERVIEW

Martin W. Zivitz
Partner

Indianapolis

11 South Meridian Street
Indianapolis, IN 46204-3535

P 317-231-7347

F 317-231-7433

Corporate partner Martin Zivitz represents middle market, privately held and fast-growth companies in a full array of commercial transactional endeavors. Martin is dedicated to realizing each client's distinct goals through providing practical and reasoned solutions while serving as a catalyst for closing even the most sophisticated and extensive business deals.

OVERVIEW

Corporate partner Martin Zivitz represents middle market, privately held and fast-growth companies in a full array of commercial transactional endeavors. Martin is dedicated to realizing each client's distinct goals through providing practical and reasoned solutions while serving as a catalyst for closing even the most sophisticated and extensive business deals.

Martin represents and provides legal counsel to a variety of business clients on corporate matters such as mergers and acquisitions, dispositions of businesses, entrepreneurial initiatives, acquisitions and dispositions of mortgage pools and servicing rights in secondary markets, venture capital and private equity investments, as well as a wide array of other complex transactions. He also advises on the Hart-Scott-Rodino Act and helps clients obtain federal antitrust approval of M&A transactions.

Pragmatism, collaboration and efficiency are at the core of Martin’s commitment to realizing the identified objectives for his client throughout the negotiation process. He remains focused on the business components that matter most to his clients when closing transactions that range from millions to hundreds of millions of dollars in value. Clients and deal constituents alike appreciate Martin’s responsiveness and productive communication abilities, and that he is reasonable without losing sight of the bigger picture and his client’s objectives for ROI.

Prior to joining Barnes & Thornburg, Martin served as vice president and general counsel for a medical management company. Having worked in-house, Martin brings first-hand experience to aligning himself with the client’s perspective. He knows what it is like to be on the client side of the table, and seeks to provide counsel that works in conjunction with each client’s business practices and commercial agenda.

He is a frequent speaker and presented at the National Business Institute's Mergers & Acquisitions: Nuts and Bolts seminar in 2011.

Professional and Community Involvement

Advisory board member, The Entrepreneurship Institute-Indianapolis Chapter

Member, The Association for Corporate Growth (ACG) Indiana Chapter

Former co-chair, CFO RoundtableMember, American, Indiana State and Indianapolis Bar Associations

Member, Young Professionals of Central Indiana

BT ValueWorks’ Legal Project Management (LPM) training

Former member, Barnes & Thornburg Recruiting Committee

Former board member, Visiting Nurse Service Foundation, Inc.

Volunteer, United Way of Central Indiana’s Ardath Burkhart Series, 2004-2005

Honors

Indiana Super Lawyers, 2009-2015

Strathmore's Who's Who Registry & Global Network for Outstanding Professionals, 2009-2019

Metropolitan Who's Who in Law Honors Edition international registry, 2006-2007

Cambridge Who's Who Registry Among Executives and Professionals, 2008-2009

EXPERIENCE
  • A team of firm attorneys, led by Martin Zivitz, assisted in the $15.5 million sale of a 225-bed skilled nursing facility, which closed Dec. 31, 2013. The consummation of the transactions resulted from a coordinated effort among firm attorneys who handled all of the health care and related regulatory issues, oversaw all real estate aspects of the transactions, navigated union, labor and related employment matters and helped expedite the closing.
  • A team of three attorneys, led by Martin Zivitz, represented Herff Jones in its acquisition of Reed Ring Corp., a New York corporation engaged in school related businesses involving caps and gowns, senior packages, class and graduation rings, awards, custom printed merchandise, school apparel and related accessories and products. Longtime firm client Herff Jones, with over 3,000 employees and 700 sales representatives, manufactures and sells educational recognition and achievement products and motivational materials, and has been in continuous operation for over 90 years, with production facilities across the United States as well as in Canada. Of note, Herff Jones has manufactured the Heisman Trophy, the Medal of Honor, the Indianapolis 500 winner’s ring since 1983 and the Indianapolis Colts super bowl rings.
  • Assisted client ANGEL Learning, Inc. in its $95 million acquisition by leading educational software provider Blackboard Inc. (Nasdaq: BBBB). The Indianapolis-based ANGEL, which was launched nine years ago by Indiana University faculty members, provides enterprise e-learning software to more than 400 clients. Under the terms of the deal, IU and its Research and Technology Center will net approximately $23 million from the deal. The ANGEL product portfolio includes the ANGEL Learning Management System, ANGEL ePortfolio as well as ANGEL Managed Hosting. Additionally, ANGEL also provides consulting and training services.
  • Barnes & Thornburg attorneys represented a joint venture in its development and sale of a large 10 megawatt/75 acre solar photovoltaic generating system on land owned by a large municipal airport authority. Barnes & Thornburg attorneys helped structure the joint venture involving 3 corporate entities that worked to develop and implement the solar farm project. This is currently the largest solar farm of any airport in the United States. The 52,400 solar panels should generate 17,500,000 kilowatt hours per year - enough to power 1,700 homes for a year. Electricity created from the solar farm will be fed directly into the grid with the airport authority expecting to collect about $316,000 annually in lease payments. The renewable energy produced will prevent approximately 10,700 tons of C02 from being released in to the environment each year, which is the equivalent of removing 2,000 cars from the road.
  • Barnes & Thornburg attorneys represented Sunstorm Interactive, Inc., a video game and application development company, in its sale to a private capital group focused on growth-stage Internet, e-Commerce, Mobile and Saas-based businesses. Barnes & Thornburg has represented the company since its inception in the mid-1990’s. Sunstorm Interactive, Inc. develops diverse games and applications for the iOS platforms, including kids’ games and applications that, in 2011 alone, achieved 50 million downloads on iTunes. Sunstorm Interactive’s applications include Fondue Maker, ICEE® Maker, Cake Maker and others.
  • Barnes & Thornburg LLP represented Kendrion N.V. in the acquisition of FAS Controls from Industrial Opportunity Partners. Located in North Carolina, FAS is active in the automotive and truck market and supplies high-quality electromagnetic valves, in addition to pressure switches and lighting modules. The company is a true technologically advanced, niche player. The acquisition of FAS Controls is an ideal fit with Kendrion's strategy of strengthening its global position adding to existing subsidiaries in Germany, the Czech Republic, Austria and China. Kendrion N.V. develops, manufactures and markets innovative high-quality electromagnetic systems and components for customers all over the world. Kendrion's shares are listed on NYSE Euronext's Amsterdam market.
  • Barnes & Thornburg represented a Fortune 500 company that provides insurance, banking, investments and retirement products to military customers in the negotiation and execution of a mortgage loan purchase and servicing agreement with an aggregator of prime jumbo residential mortgage loans. We also advised on a related subservicing agreement with a mortgage origination and services company. The agreement allows the client to begin originating jumbo residential mortgage loans to its members. The loans will be sold to the aggregator of prime jumbo loans on a flow basis for potential future securitization or other transactions. The client will maintain ownership of the servicing rights and will subservice the loans using the third-party mortgage origination and services company.
  • Barnes & Thornburg represented a manufacturing company that develops and produces custom-built lenses in the sale of a controlling interest to a Japanese multinational corporation specializing in measuring instruments and metrological technology. The client is a startup that spun out of a university with the goal of transitioning the technology from a laboratory device to a commercial product. It has since been recognized as a world leader in high-quality tunable lenses. The acquiring company is the world's largest provider of measurement and inspection solutions.
  • Barnes & Thornburg represented Confluence Pharmaceuticals in a $1.3 million Series A-2 Preferred Financing, which included an investment by Indianapolis-based Elevate Ventures through the 21st Century Research & Technology Fund. Confluence, an Indianapolis company, is developing novel therapeutic treatments for core symptoms associated with Fragile X Syndrome and Autism Spectrum Disorders.
  • Barnes & Thornburg represented Cryogenic Solutions, LLC, a medical equipment repair service provider, in its acquisition of Inventory Solutions, Inc., a national supplier of refurbished respiratory products to the home medical equipment industry. The acquisition will expand Cryogenic Solutions’ services beyond repairs and allow it to provide home medical equipment dealers, wholesalers and manufacturers an outlet to sell excess inventory.
  • Barnes & Thornburg represented the Indiana Historical Society in its $3.2 million auction of Audubon works, including negotiations with Sotheby's over the consignment and auction contract and related matters. The society paid $4,000 for "The Birds of America" in 1933 and $900 for "Viviparous Quadrupeds of North America" in 1951. On Tuesday, Sotheby’s New York sold “The Birds of America” for $3,525,000 and "Viviparous Quadrupeds of North America" for $245,000. The proceeds from the auction will allow the society to acquire more state-specific items and increase its storage.
  • Barnes & Thornburg was lead counsel, representing a distributor of parts and products, as well as its intellectual property holding company subsidiary, in the power sports industry acquire substantially all of the inventory and intellectual property assets of a manufacturer of motorcycle touring luggage. The transaction involved entities controlled by a parent private equity firm.
  • Barnes & Thornburg, LLP represented a large Georgia-based government contracting transportation company in connection with its acquisition of a competing Pennsylvania transportation company and a Texas logistics facility; negotiated and drafted related executive employment agreements with the target company's former owner and officers.
  • Lead counsel on the $8,000,000 sale of a billings collection, payment monitoring and services business to a leveraged acquisition and buyout firm in May of 2007.
  • Lead counsel on the acquisition of the assets of a leading publisher and manufacturer of lenticular posters and other lenticular licensed posters, calendars and creative materials by a strategic purchaser.
  • Led multiple acquisition transactions for the $50 million leveraged acquisition of all the outstanding equity of four businesses, which are collectively engaged in the freight transportation, brokerage, warehousing, distribution, logistics, leasing and transportation services businesses. The firm’s client is a growth-oriented dedicated transportation and logistics services provider and a portfolio company of an Atlanta-based private equity firm. The transactions successfully closed in October of 2010.
  • Martin first-chaired a strategic tax-free acquisition of a certified public accounting firm operating in Kentucky by an Indiana-based CPA firm with 23 offices in Illinois, Indiana, California and Kentucky, which closed in October of 2011.
  • Martin first-chaired the sale of a 200-licensed bed nursing care facility to a private equity investment firm, which closed in July of 2007.
    Martin worked extensively on the purchase of the equity of a manufacturer of custom electromagnetic solenoids, solenoid valves, actuators, thermoplastic encapsulated coils and electric buzzers, by an acquisition subsidiary of a Dutch publicy traded company, which closed in August 2008.
  • Martin worked extensively on the sale of the Georgia retail customer natural gas business of Vectren Retail, a subsidiary of Vectren Corporation (NYSE: VVC), a Fortune 1000 energy holding company headquartered in Evansville, to Gas South, LLC, which closed in August 2008.
  • Martin Zivitz was lead counsel representing a business engaged in consulting, marketing and general analytical services to healthcare and life science companies in its $40 million sale to a specialized services company supporting next generation approaches to drug development and commercialization.
  • Martin Zivitz was lead counsel representing Herff Jones in the sale of its globe manufacturing and distribution business to Replogle Globes Partners, LLC. Herff Jones is an employee owned company and one of the 20 largest companies in Indiana. Herff Jones manufactures and sells educational recognition and achievement products and motivational materials, and has been in continuous operation for over 90 years.
  • Represented a professional race car driver in documenting and negotiating an agreement to participate in the 2008 Indy Racing League Indy Pro Series.
  • Represented an association management software provider whose customers are primarily trade associations and chambers of commerce in its sale to a private equity-backed competitor.
  • Barnes & Thornburg represented the client from its formation in 2000 to its sale, including through multiple equity raises from venture capital firms and private equity investors.
  • Represented Fortune 200 financial services company in connection with the negotiation and documentation of an agreement to originate and participate residential construction loans to financial services company.
  • Represented major secured creditor holding liens on trucks and equipment in connection with litigated adequate protection and valuation issues, and in connection with objections to proposed treatment of client’s multi-million dollar claim under plan of reorganization.
  • Served as the lead attorney in the drafting and negotiation of several exclusive catering and foodservice agreements on behalf of one of the largest and oldest general art museums in the United States.
  • We represented Irwin Union Bank & Trust Company in a $150 million loan sale transaction and a $50 million branch sale transaction to First Financial Bank, N.A. The transaction provided liquidity and additional capital to Irwin Union Bank.
  • We represented Vectren Retail, LLC (d/b/a Vectren Source) in the sale of its retail natural gas operations in Georgia to Gas South, LLC.
  • Assisted the client in closing a strategic acquisition of an Illinois corporation, involved in the manufacture, marketing, and distribution of marching band accessories, guard equipment, concert and choral attire globally, by a newly-formed subsidiary.
  • Represented a leading provider of graduation and educational products and services in its acquisition of a dance and cheerleading events provider. The client operates through three businesses including a leading U.S. team sports equipment and apparel distributor, a leader in cheerleading uniform innovation and educational camps, clinics and competitions, and a leading provider of graduation and educational products and services. The acquired company is an operator and service provider of cheerleading and dance camps, clinics, choreography and special events.
  • Represented a national team sports equipment and apparel distributor its strategic acquisition of a company operating sporting goods retail stores in Missouri, Illinois, and Michigan.
  • Represented a global soybean research, development and commercialization company based in South America, in its acquisition of an U.S. agricultural products and services provided. The acquisition was the first U.S. based acquisition for the client.
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