The Firm announces that it has successfully represented its client, a London-based private equity fund (the "Fund"), in the purchase and sale of a California-based aerospace company for $12.5 million.
The Fund sold 100% of its preferred and common membership units in exchange for a $2 million cash payment and a promissory note for $8.5 million, as well as a profit-sharing percentage, dependent on the company exceeding agreed-upon performance projections during an eight year period. The Fund utilized its Secured Redeemable Preference shares as the security for the $2 million cash payment. These shares carry a 12% dividend and a 12% redemption premium. The promissory note is to be paid over the same eight years as the potential profit sharing, which will be based on the company exceeding annual targeted EBITDA .
The Firm served as lead counsel and prepared all transaction documents, including, but not limited to, a Membership Interest Purchase Agreement, an Amended and Restated Limited Liability Company Agreement, a Secured Promissory Note, and multiple Security Agreements.