MERGERS & ACQUISITIONS
Lucosky Brookman helps clients pursue corporate transactions with a mergers & acquisitions practice that assists small and mid-sized public and private companies, private equity, venture capital and other private investment funds.
We assist clients from pre-acquisition planning through a successful closing and beyond. With Lucosky Brookman you work with a team that understands your small or mid-sized business. Our team works with you from the early stages, creating a strategy to fit your unique business objectives. We then execute on that strategy by drawing on the best legal resources available.
Lucosky Brookman handles large and small transactions to ensure that all matters get the right focus, expertise and responsiveness in the most efficient manner. The Firm prides itself on its long-term relationships with clients. We recognize that a thorough understanding of our client's industry, business, goals and objectives permits us to provide legal service of the highest quality that is specific to each client's individual needs.
The Firm has significant experience and capabilities in the following areas:
MERGER & ACQUISITIONS
The Firm represents clients acquiring U.S.-based businesses, whether they take the form of share or asset transactions, triangular merger structures, straight acquisitions or, in some cases, leveraged buy-outs. Many clients retain Lucosky Brookman for a range of matters, while others engage the firm for specific transactions. We understand that often, time is of the essence, especially in bid situations, so we quickly and efficiently start the process with due diligence and letters of intent to ensure that our clients do not miss an opportunity. We also understand that our clients continue to run their businesses in tandem with the transaction, so we reduce the strain on management's time as much as possible.
ALTERNATIVE PUBLIC OFFERINGS
The Firm regularly represents clients in alternative public offerings. We specialize in going public transactions utilizing a merger structure whereby a private company becomes a public company by merging with a public shell company and PIPE offerings, thereby providing companies with an alternative method of going public without an underwriter and the uncertainty that comes with a traditional initial public offering. Our attorneys provide both domestic and foreign companies with timely advice and insight into completing a "going public transaction."
Lucosky Brookman provides clients who are contemplating divestitures with advice regarding data rooms, relevant rules and procedures, information books, and documenting requests for bids. The Firm maintains standardized checklists and language for confidentiality agreements in their varied formats. For individuals, such as founders selling their interests in companies they created, Lucosky Brookman drafts agreements to regulate their rights in the acquiring corporation that they may receive, including voting arrangements, rights of first refusal and tag-along and drag-along provisions.
The Firm is often called upon by both private and public companies to help recapitalize a company's capital structure, most often by cleaning up the balance sheet in order to help them refocus shareholder value. A recapitalization can take many forms, but generally includes assisting a client with forward and reverse stock splits, structuring and issuing preferred stock and taking debt off the balance sheet by, for example, converting the debt into equity in appropriate circumstances, or a combination of all of the above.
Our attorneys have advised both foreign-based companies that are acquiring or disposing businesses or assets in the U.S. and U.S.-based companies that are acquiring or disposing foreign business or assets. Lucosky Brookman has represented both U.S.-based and non-U.S.-based clients in cross border strategic alliances.
COUNSEL TO BOARDS OF DIRECTORS
Our attorneys routinely counsel boards of directors and special committees (such audit committees, compensation committees and nominating committees) with respect to the proper implementation of, and compliance with, their fiduciary duties and listing requirements. If requested, our lawyers attend meetings of the board of directors, advise on specific transactions and provide counsel with respect to proxy contests, shareholder actions, changes of control and investor relations. Our primary goal in these matters is to provide effective and efficient counsel to our clients in order to ensure that they remain in compliance with all application laws as they navigate through both their daily corporate governance as well as through capital-raising and non-routine transactions.
Representative clients and transactions that the Firm's attorneys have counseled include:
Representation of a California based chain of retail hydroponic stores in connection with a $50,000,000 merger with a Colorado based chain of retail hydroponic stores.
Representation of a publicly-traded Georgia based company in the solid waste business in connection with the acquisition of certain assets, including a landfill, for approximately $10,000,000.
Representation of a publicly-traded New Jersey based service provider and reseller of software solutions in connection with a $1,500,000 underwritten offering of its common stock and warrants on a Form S-1 Registration Statement.
Representation of a U.S. subsidiary of a publicly-traded Indian manufacturing company in connection with a $73 million purchase of an 80% interest in a U.S. manufacturing company and a $36.5 million stock purchase of a manufacturing company.
Representation of a publicly traded cruise line in its $100 million asset purchase of a cruise ship division from a NYSE listed company.
Representation of a publicly-traded media company in connection with two asset and stock acquisitions in excess of $36 million.
Representation of a Special Committee of the Board of Directors in connection with the sale of substantially all of the assets of a publicly-traded international manufacturer of telecommunications equipment for an aggregate purchase price of approximately $18,000,000.
Representation of a Florida based private equity fund in connection with a $10,000,000 Senior Secured Debenture Facility by and between the private equity fund and a publicly-traded Greece based international, vertically integrated shipping, logistics and commodity company, collateralized by a first priority mortgage on a Liberian flagged vessel.
Representation of a Nevada based private equity fund in connection with a $10,000,000 Senior Secured Debenture Facility by and between the private equity fund and a New Jersey based company specializing in safe, full turnkey infrastructure site development for telecommunications companies, tower companies, the oil and gas industry, government entities, universities, health care and other forward leaning organizations.
Representation of a London based private equity fund in connection with a $5,000,000 Senior Secured Debenture Facility by and between the private equity fund and a Nevada based private company, collateralized by, among other things, a first priority security interest in all assets of the seller and its subsidiary, a Georgia based company that offers services that unite business with technology through IT solutions that include cloud computing, data management, support services, and professional services.