Structuring Secured Lending, M&A, and Day-To-Day Counsel

Jeff helps companies turn complex deals into clean, workable outcomes. A corporate adviser to entrepreneurs and multinationals alike, Jeff focuses on general contracting, secured lending, acquisitions, corporate governance, and new ventures for clients ranging from equipment manufacturers and service companies to real estate and insurance agencies, doctors groups, and specialty businesses.  He delivers smart, practical answers that move transactions forward.

Notable Work & Achievements

Corporate Transactions & Joint Ventures

Handled the acquisition of offices by a local real estate services company from an international firm, the parties’ affiliation, subsequent joint ventures for new territories, extraction from one affiliation and subsequent sale of the business.

Handled the sale of businesses to private equity investors, including pre-acquisition restructurings and negotiation of exits from ventures inconsistent with the acquiring party’s goals.

Managed several corporate restructurings of the U.S. operations of an international heavy-equipment manufacturer.

Negotiated and closed several acquisitions and sales of dealership and franchise businesses and a variety of small businesses.  

Organized a motorcycle dealership and its dealer, supplier, and retail-financing relationships.

Organized and documented investments, joint ventures, and reorganizations across start-ups and established enterprises.

Commercial Contracts

Drafts and negotiates sales, supply, and service agreements; equipment financing arrangements; and other commercial contracts, including development of suites of forms designed for a client’s business.  Advises on risk allocation, including warranty, insurance, indemnity, and limitation-of-liability provisions. Negotiates and resolves disputes arising from the purchase and sale of goods and the provision of services.

Media & Strategic Separations

Assisted with the spinoff of non-weather businesses and subsequent sale of The Weather Channel companies to a consortium, including separation of group technology, shared services, and credit facilities.  Advised on the division of a national media company and the formation of a joint-venture printing services provider for the separated entities.  Have also handled several small business “divorces” (couples, siblings, business associates).

Distressed & Bankruptcy-Related AcquisitionsNegotiated, documented, and closed the purchase of 22 franchise restaurants from a bankruptcy estate, including assumption of approximately $11 million of debt owed to two securitized trusts, the franchisor, and the franchise holders’ association.