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OVERVIEW

Commercial Transactions and Contracts Open for Business

Your business requires contracts people can understand. We bring strategic focus to the legal issues surrounding commercial transactions and contracts. Our client base, diverse in geography, size and industry, gives us broad commercial transaction knowledge and enables our attorneys to serve your unique commercial and contracting needs, no matter the location or type of your business. 

We provide you with strategic counseling as it relates to your negotiations, corporate contracts and the sale of your goods or services.

Working together, we define and compose the terms of your sales contracts, payment obligations, purchase orders, licensing agreements and vendor agreements tailored to your needs. And we are prepared to advocate and enforce your rights. Not every contract can or should be packed with legalese -- we work essential protections into straightforward and user-friendly contracts.

We assist clients in establishing and building local, regional, national and international distribution networks, and work to address and minimize the legal issues that distribution relationships produce.

Our attorneys have wide-ranging experience applying the Uniform Commercial Code (UCC) to our clients- particular circumstances. Whether your issue involves negotiable instruments, secured transactions, sales of goods, deposits, leases, legal title, receipts, transfers, letters of credit, or bills of lading, we can help you use the tools in the UCC to protect your interests.

EXPERIENCE
  • Barnes & Thornburg has served as primary outside transaction counsel to a large automotive equipment manufacturer in connection with a series of development deals related to hybrid technologies and other next-generation products.
  • Barnes & Thornburg organized and carried out the acquisition of company stock owned by 18 non-ESOP shareholders using a combination redemption and ESOP stock purchase. This deal was structured by splitting the selling shareholders into two different groups for purposes of representations and warranties.

    The client was very pleased with the closing of the transaction, (which caused the company to become a 100% ESOP-owned S-corporation) on a very tight time-frame. The company had used other ESOP counsel for its prior transaction, and was very complimentary of Barnes & Thornburg‘s expertise, deal management, and cost efficiency.
  • Barnes & Thornburg participated in a large-scale ESOP transaction, which was substantially financed by the third-party lender. In the context of a 100% ESOP-owned S-corporation, the compliance with the S-corp rules, and ensuring that the tax-free status of the entity stays in place is critical to the lender’s analysis of its risk in the transaction.

    Barnes & Thornburg continues to participate in a meaningful way to amend the credit facility to accommodate changes in the borrower’s business and the changing structure of collateral.
  • Barnes & Thornburg represented a General Hospital in connection with its affiliation with another Health System, Inc. The merger created a regional health system with approximately 800 beds, covering a two-county area.
  • Barnes & Thornburg represented the institutional ESOP trustee as it negotiated with the other company shareholders as to the terms of its participation in a stock sale transaction.

    We assisted the client in negotiating the ESOP’s sale of its shares as a component of other non-ESOP shareholder sales. Our attorneys sought valuation expertise in order to ensure that the ESOP participants were receiving a premium above the current estimated “fair market value” for their beneficial ownership. We provided a legal opinion to First Bankers Trust Services, and oversaw the legal opinion rendered by company counsel.
  • Barnes & Thornburg served as institutional trustee counsel as it reviewed the terms and conditions of the offering to 401(k) participants. This included participating in the drafting of a disclosure statement and a series of meetings between the trustee and plan participants to describe the opportunity and risks involved.

    This transaction required a great deal of due diligence with respect to the underlying company stock investment being proposed to 401(k) participants, as this was not just the trustee purchasing stock, but participants using their own salary deferrals.
  • Barnes & Thornburg, LLP represented a 50% shareholder in the acquisition of the other 50% shareholder’s equity interest in one of the leading office furniture retailers in Atlanta.
  • Barnes & Thornburg, LLP represented a Dalton, Georgia based residential carpet manufacturer in its acquisition of all of the operating assets and properties of a major manufacturer of commercial carpet and related products. Financing through Bank of New York and syndicate parties.
  • Barnes & Thornburg, LLP represented a Delaware corporation in connection with its merger into a publicly-traded shell, after which time the public shell became a NASDAQ-listed entity.
  • Barnes & Thornburg, LLP represented a large Atlanta-based video rental company in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a large Atlanta-based wholesaler and installer of commercial carpet and related products in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a large Georgia sanitary landfill and waste recycling corporation in connection with a merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • 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.
  • Barnes & Thornburg, LLP represented a large multi-state telecommunications and commercial graphics company in connection with the leveraged ESOP acquisition of the majority shareholder’s stock through the formation, organization and financing of the ESOP. Financing through Merrill Lynch.
  • Barnes & Thornburg, LLP represented a large private equity company in connection with the acquisition of a municipal solid waste landfill in the Southwestern United States as part of the client's nationwide expansion of its solid waste management facility platform.
  • Barnes & Thornburg, LLP represented a large regional private equity backed solid waste management company in connection with multiple acquisitions of solid waste landfill properties and operating assets throughout the Southeastern United States.
  • Barnes & Thornburg, LLP represented a major retailer of commercial construction equipment and machinery located in Atlanta, Georgia in connection with the sale of all operating assets to a competing enterprise.
  • Barnes & Thornburg, LLP represented a management buyout group in connection with the acquisition and financing of one of the largest mixed office and commercial use real estate developments in Atlanta.
  • Barnes & Thornburg, LLP represented a national distributor of high technology audio and video equipment and services in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a nationwide distributor of high-end automotive paint products in connection with a multi-million dollar equity infusion, and a multi-million dollar debt infusion by a Dutch corporation.
  • Barnes & Thornburg, LLP represented a regional waste management company in connection with a statutory merger with Waste Industries, Inc. through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented an ESOP Trustee in connection with a leveraged ESOP's acquisition of the majority shareholder's stock in a Mobile, Alabama engineering and consulting firm through the formation, organization and financing of the ESOP. Financing through Alabama capital sources.
  • Barnes & Thornburg, LLP represented of a large Southeastern United States-based government-contract foodservice company in connection with its acquisition by a competing enterprise.
  • Barnes & Thornburg, LLP represented the 10th largest carpet company in the world in connection with a tax-free merger with a New York Stock Exchange company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented the largest sanitary landfill and waste transport company in Georgia in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented the majority shareholders in connection with a leveraged ESOP's acquisition of the majority shareholders' stock in a large Georgia-based retailer of forklift equipment through the formation, organization and financing of a leveraged ESOP.
  • Barnes & Thornburg, LLP represented the President of a public company in connection with the negotiation of the client’s severance package and exit strategy, followed by the client’s representation in the negotiation and documentation of the client’s executive employment package with a private equity-owned operating company in an arrangement which included synthetic equity; tax planning in connection with the foregoing.
  • Represented a major alcoholic beverage distributor in the Southeast in connection with its acquisition by a well-known national private equity owned logistics company.
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