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March 2022

Gordon & Rees Business Transactions Team Accumulates Successes for a Wide Range of Clients

Gordon & Rees M&A Team Successfully Closes Multi-Jurisdictional Acquisition for a London-based Private Equity Client

With assistance from Tyler Duff, Beth Hitt, Jonathan Boulahanis, Larry Cohen and Robin Mahapatra, Craig Heryford led our team in the representation of a multi-national plastics company in the acquisition of a national plastics manufacturing, distribution and sales company. The firm's client is owned and controlled by an international Private Equity fund based in London. The President of the client's organization, thanked the Gordon & Rees team for being “thoughtful and creative in [our] representation of [the client] and always responsive and accurate in [our] advice. We value your relationship with us as a critical part of our success.”

Gordon & Rees Team Advised New York-Based Private Equity Fund Group Focusing on Cannabis Industry

Lawrence Cohen with tax law assistance from Robin Mahapatra and Gregory Bryant, advised a private equity fund group targeting portfolio companies with fundamental cannabis industry-growth drivers. The private equity fund group’s investments focus on cannabis cultivation technologies, products and services, as a natural plant-based medicine, a constituent in pharmaceutical formulations, and a recreational consumer product. Three affiliated funds were launched in June 2021, including an institutional investor fund and an offshore Canadian entity. To date, the U.S. funds have raised almost $50 million in contributed capital. The client also sought the group's advice on governance matters and investment adviser regulation.

Gordon & Rees Business Transactions Team Completed Sale of the Equity Interests of one of Wyoming’s Largest Horse Racing & Off-Track Betting Businesses

Jonathan Boulahanis and John Joyce led a team of the firm's Business Transactions lawyers and paralegals, including Tyler Duff, Beth Hitt, Ashley Messina and Inez Karlsson, in representing the sellers of a horse racing and off-track betting operation with operations throughout the state of Wyoming. The team led the negotiation and structuring of the approximately $25 million transaction, drafted the definitive agreements, assisted with complex diligence and third-party consent issues, assisted with the transfer of real estate, and provided guidance on regulatory and tax issues for the client. The firm's team coordinated amongst a number of shareholders and each of their respective counsel to overcome difficulties and disputes to ultimately consummate the sale and obtain a fantastic result for all.

A Multi-State Team Counseled Planning of Houston Music Festival

Attorneys in the firm’s Houston, Philadelphia, and Phoenix offices guided a Houston-based client in the formation of companies and contracts relating to the organization of a music festival in a city park, to be held this spring.  Philip Brinson, head of Gordon & Rees’ Entertainment & Recreation practice group, led a team of lawyers including Lawrence Cohen and Alexander Brown, to facilitate capital raising through a private holding company and operating entity, and created agreements to secure artists to perform in the outdoor concert. The team advised the client on its negotiations with municipal administrators, as well as potential vendors and sub-contractors, and securing licenses ("ASCAP") for the complex event.

Gordon & Rees Assisted a Management Team to Close the Sale of Their Company

Chad Shultz, partner in our Atlanta office, brought Craig Heryford (partner and National Chair of the firm’s Business Transactions group) and Lawrence Cohen, Phoenix Of Counsel, into a transaction to sell a private tech-focused corporation to a national private equity investment group.  The team represented the selling management group in a complex negotiation and document review, addressing issues such as executive compensation, incentive stock option and profits interests grants, and various restrictive covenants. The closing occurred in January 2022.

Acquisition of Web-Based Property by a Medical Marijuana Technology Company

Damon Wright, a partner in Washington, D.C., collaborated with Scott Theobald, a Phoenix partner, Lawrence Cohen, and John Vassiliades, also a Phoenix partner, with facilitating our client’s purchase of digital assets from a web-based company, also an entity engaged in that business sector. Specifically, the assets sold consisted of a subscriber list of medical marijuana practices and rights to multiple domain names. The $3 million deal, structured with cash and bank-financing, closed at the end of January 2022.

Restructuring Advice Provided to an International Consumer Company 

Lawrence Cohen counseled an international, “name brand” consumer product enterprise on the restructuring of its affiliated companies located in the U.S., Canada, and the Peoples Republic of China, which included the wind-down and closure of certain entities. Working with local counsel in both the PRC and Canada, Cohen drafted the asset transfer agreement and documented the necessary governance changes.

Successful Referrals from Investment Banking Firms and Law Firms Result in Additional M&A Activity

Jonathan Boulahanis closed a sale of a landscape company to a private equity firm, which was the third transaction referred to our M&A practice group by an investment bank and law firm that represented a national landscape company that has been very active in acquiring mid to large size regional landscaping companies. Boulahanis, with assistance from associate Beth Hitt, was able to negotiate a multi-million dollar sale price for a relatively young business after the death of its founder. Boulahanis and Hitt were able to navigate through diligence, meet all of the estate’s goals, and close the transaction in approximately 45 days, meeting the aggressive goal of the firm's client. Craig Heryford, Jonathan Boulahanis, Tyler Duff, Beth Hitt, Ashley Messina, and Inez Karlsson have continued to establish relationships like this to drive referrals for additional transactions.     

Jonathan M. Boulahanis
Philip Robert Brinson
Gregory T. Bryant
Lawrence Cohen
Craig S. Heryford
Elizabeth L. Hitt
Chad A. Shultz
Scott M. Theobald
John M. Vassiliades
Damon W.D. Wright