MERGERS + ACQUISITIONS

• Represented large regional landscaping company in connection with its stock sale to the largest landscaping company in the United States; lead attorney on deal, analyzing and resolving complex issues related to ESOP structure; advised on a broad array of issues, including maximizing purchase price, working capital adjustment, and employment and benefits-related issues; oversaw and coordinated due diligence necessary to prepare company for sale and prepare voluminous Seller disclosures; negotiated all key documentation, coordinated ESOP and ERISA counsel and related advice, and facilitated complex closing and operational transition

• Represented regional full-service insurance brokerage in connection with corporate expansion, acquiring several smaller local and regional competitors in various asset and stock acquisition; negotiated and drafted all transaction documents, advised on transaction structure, negotiated related employment agreements with key executives, and facilitated equity investment by Sellers in Buyer entity at Closing; led due diligence on all acquisition targets, reviewing high volumes of insurance and client data, financial information, and contracts, leasing, and real property due diligence

• Represented international technology/manufacturing company in connection with asset sale to larger, cross-industry competitor, overseeing and coordinating all company due diligence and disclosures, resolving critical intellectual property issues, negotiating substantial equity investment by Seller’s principal in the Buyer entity, and drafting commercial leases on behalf of real estate holding company under common ownership

• Represented regional physical therapy company (with locations and employees in multiple states) in connection with stock sale to national physical therapy company owned/controlled by a major U.S. private equity firm; negotiated and drafted all deal documents, facilitated tax, financial, and insurance due diligence, advised on insurance payor consent issues and related regulatory issues, oversaw preparation of disclosure schedules, negotiated and finalized Seller’s equity investment in Buyer

• Represented national credit card company acquiring various competitors, assisting with due diligence and regulatory reviews of credit agreements, vendor contracts, leases, and other material contracts to assess various categories of risk associated with transactions and compile large amounts of raw data into quantifiable categories and measurements (to aid in business and financial analysis of transaction risks)

• Represented regional hospital network in sale of a mental health hospital to a national competitor (with concurrent real estate lease to buyer), advising on real estate issues, corporate structuring, employment-related transition issues, and regulatory aspects of ensuring continued care and licensure during transition

REGULATORY + FINANCE

• Represented national banking association as senior lender in connection with several multi-million dollar real estate refinance transactions, wiping out senior lenders and providing operating capital for borrowers controlled by Tucson, Arizona’s largest commercial real estate investment and development company; oversaw title and operational due diligence, led drafting of key and ancillary documentation for loan transactions, and facilitated closings
• Represented global “social” investment fund (investing in causes that advance societal good) as Lender in connection with its loan to a borrower for use in the construction, development and operation of a greenfield anaerobic biodigester project; advised on risks relating to local and state regulatory matters, securing real estate and other collateral, and advising on local and state issues relevant to vendor contracts, leases, and other transaction documents; reviewing due diligence, title matters, and drafting key real estate documents
• Represented publicly traded waste management company, negotiating hundreds of sales contracts with municipal and regional governments, business customers, and vendors, and advising on local and national regulatory issues and risks; implemented and utilized tracking tool for quantifying and elevating certain risks, consistent with client’s corporate chain-of-approval protocols
• Represented national REIT (Real Estate Investment Trust) on real property acquisitions, development, and sales; advising company business leaders on real property, zoning, and regulatory risks, consistent with company risk tolerances and policies
• Represented biotechnology and other tech start-ups in connection with private equity raising activities, including drafting private placement memoranda, identifying and advising clients on industry-specific and securities risks, and corporate structuring to maximize shareholder value and minimize operational constraints

COMMERCIAL LEASING

• Represented multi-state medical practice in connection with commercial leasing of more than seven locations, including expansions into new state; negotiated and drafted commercial lease agreements, working with brokers and landlords in various jurisdictions, and advising client on regulatory (e.g., Medicare, Stark, and anti-kickback) and real property-related issues relating to same
• Represented franchisees of various national franchises as Tenant in connection with multi-state commercial leases and construction contracts, and corporate structuring to expand into new markets
• Represented national dialysis (healthcare) company in connection with commercial leasing of medical facilities in various states, advising on real-estate related issues and Stark and anti-kickback compliance
• Represented owner of large, multi-story commercial property on issues including leasing, property management, construction, and operational issues for various tenants, including advice on compliance with the Arizona Prompt Pay Act and applicable Arizona real estate laws
• Represented various businesses and individuals, as landlords and tenants, in connection with commercial leasing arrangements throughout Arizona

REAL ESTATE + CONSTRUCTION

• Represented national bank association in connection with commercial real estate lending, advising client (as Lender counsel) on issues including securing real property collateral, subordination and non-disturbance agreements, and financial covenants applicable to borrower’s business operations

• Represented national convenience store chain in connection with multi-state acquisitions of (regional) competitors, including reviewing zoning issues, plats, surveys, and title issues; advising on access issues, parking, easements, CC&R and related encumbrances in connection with real estate transfers

• Represented regional hospital based in Tucson, Arizona, in connection with construction of new pediatric and maternity wing and ancillary facilities; negotiating and drafting architecture and construction contracts; advising on local and regional regulations applicable to construction and national regulations applicable to healthcare

• Represented regional law firm in connection with construction and design contracts for large-scale tenant improvements to multi-story commercial office building in Phoenix, AZ

• Represented a premier mortgage broker based in Tucson, Arizona, in connection with refinance of commercial office building, issuing opinion letters as Guarantor counsel