MERGERS & ACQUISITIONS
SECURITIES, FINANCE & PRIVATE EQUITY
DISTRESSED COMPANIES AND ASSETS
CORPORATE LAW
INTERNATIONAL
ENERGY
BUSINESS OWNERS
INVESTORS
BUSINESS PROFESSIONALS
STILL DONT KNOW?
MERGERS & ACQUISITIONS
Our company would like to acquire a competitor. Can The Reardon Firm help?
Yes, we regularly
represent clients who were either buyers or sellers of companies. We have done mergers, asset purchases
and spin-offs of divisions or subsidiaries. We draft and/or negotiate the acquisition agreements.
Our company is buying a competitor, but we are not sure what assets we are buying and if there are any liabilities we should avoid assuming. What do we do?
Every purchase of a
business should be preceded by a due diligence investigation tailored to the
variables of the deal, such as size, nature of the business, the manner of
operation of the owners, etc. Due
diligence is interdisciplinary, often involving the acquirer’s operations
personnel, finance and legal We
have the team approach to help due diligence operate smoothly and on schedule.
A private equity fund wants to acquire our company, but they tell us that the agreement will be over 50 pages long. This seems too long. Can your firm help?
Our firm has handled
many mergers and acquisitions on both buyer and seller sides. Depending upon the transaction and many
factors, the relevant agreements can be shorter or longer. We can offer our advice on which
provisions are reasonable, which are not and where there should be room to
negotiate. Also, we can consult
published surveys that indicate the frequency of various provisions in similar
deals that were completed recently.
SECURITIES, FINANCE & PRIVATE EQUITY
Our company’s stock or other securities trade on public markets. Can you assist us with out SEC filings?
We have regularly
assisted public companies with preparing their Forms 10-K, 10-Q and 8‑K, proxy
statements and other filings. We
would be glad to help your company.
Shortly we will own over 5.0% of the common stock of a public company. Can The Reardon Firm help us with our Williams Act filings?
We have advised
investors about when these filings are needed, whether to file on Schedule 13D
or 13G, when the filing is due and when it should be amended.
Our company is about to conduct a private placement of our securities—can The Reardon Firm represent us?
Our law firm has
assisted many private placements,
including placements to institutional investors, investment funds, venture
capital funds and angel investors.
These include placements of securities that are intended to trade under
SEC Rule 144A.
We would like for our company to negotiate an investment by a venture capital fund. Should we engage The Reardon Firm to look at the documents?
The terms of investment
by venture capital funds or other professional investors include many key
provisions that will affect the ownership and operation of your company from
this point forward. We have experience helping with these transactions,
beginning before the letter of intent or term sheet is signed through the
closing of the deal.
Our company has negotiated a loan from a bank that will be secured by our assets. The bank said that its attorney will prepare a loan agreement and the collateral documents. What do we do?
You company will need
legal counsel to negotiate the terms of these contracts and to advise you of
your company’s rights and duties once the loan is completed. We have acted as counsel many lending
transactions, including multi-lender credits, and are able to help your company
throughout the lending process.
We have completed preliminary discussions for a mezzanine loan that will include warrants to purchase stock in our company and rights for the warrant-holders to have their stock registered with the SEC. What is the next step?
You should engage
counsel before the basic structure of the deal is agreed. These transactions can be complicated,
particularly if the mezzanine loan will be subordinated to senior debt. We have experience in negotiating and
drafting these agreements and documents and advising how the agreements work,
including the company’s duties to register stock with the SEC in certain cases
and working with counsel to your senior lender, if necessary.
DISTRESSED COMPANIES AND ASSETS
Can The Reardon Firm advise us about an opportunity to acquire a company that is having a having a hard time financially?
We have advised
companies and investors with respect to numerous transactions like this. Our firm can advise with respect to
structure of the transaction and the risks that present themselves. If the target is in bankruptcy, we can
work with your bankruptcy counsel to structure and possibly finance a viable
acquisition out of the bankruptcy proceeding counsel.
I sit on the board of a company that is having a hard time financially. Is there anything that I, as a director, should be thinking about?
When a company is close
to insolvency, the duties of the board members change. In this situation, directors need
counsel who can advise about these duties. We can advise about these duties.
CORPORATE LAW
We need legal assistance in negotiating an important contract, can you help?
Yes, contract
negotiation is an important part of our practice. We work hard to see that our clients’ business goals and
objectives are incorporated into the legal documents they sign.
Our company needs forms of contracts that we can use on a daily basis with our customers, suppliers and others. Can The Reardon Firm help us with this type of contract?
Yes, we enjoy drafting
the “fine print”. We have
experience in preparing purchase orders, master service agreements, credit
agreements and other contracts businesses use regularly. Also, we can advise about possible
unforeseen effects of “standard” contracts that may be presented to businesses.
Our company is about to enter into an important transaction. There may be differing goals between the company and management or between certain of our investors? Can you help us through these decisions?
Our company’s audit committee or other committee needs to hire independent counsel. Does The Reardon Firm do this?
As part of our
corporate governance expertise, we can serve as independent counsel to these
committees.
Our company is large enough to have a regular need for legal counsel on a number of topics, but does not have an inside general counsel or other staff attorney. Can The Reardon Firm help?
We serve as outside
general counsel to several companies.
We stress working closely with management to help when issues arise in
our areas of practice and to identify and help retain other counsel in other
practice areas (such as litigation or intellectual property) or in other
states, as needed. Our firm
stresses meeting management’s objectives, such risk avoidance and managing
legal expenses.
Our company is based outside of Texas, but we sometimes have matters in Texas that require legal counsel. Is The Reardon Firm available to work with our in-house counsel or outside law firm?
The Reardon Firm is
happy to serve as local counsel in these situations. Our team approach makes these arrangements work smoothly.
INTERNATIONAL
Does a boutique firm like The Reardon Firm really work internationally?
Yes. We know that our world is getting
smaller every day, and we actively seek clients from other countries. We listen to our international clients
and respond to their goals and perspectives.
Our company is based outside of the U.S., but we need legal advice in the U.S. for our operations there. Can The Reardon Firm be of assistance?
We can help. Our firm has represented non-U.S.
companies with their U.S. operations.
On matters that we can help directly, we provide the legal advice and
representation. These included
topics such as contract negotiation, M&A or energy A&D and compliance
with U.S. securities laws. In other
areas, we help our clients engage U.S. counsel to address their issues.
Our company is based outside the U.S., and we currently have no U.S. operations. However, an interesting opportunity stateside has presented itself. Can The Reardon Firm help us evaluate this opportunity?
Yes, we can help. We are knowledgeable about the topics
within the areas mentioned above.
Should there be a topic outside of our expertise, we will help you
identify those with the expertise and coordinate obtaining that advice.
ENERGY
What experience does The Reardon Firm have in energy?
A significant portion
of our practice is devoted to representing energy companies and oil field
service companies from small to big.
We were outside general counsel for an energy company that was at the
door of insolvency that a few years later sold for over $400 million. We have represented management teams in
forming and restructuring energy companies. Also, we have advised on the drafting of various oilfield
contracts.
I see that The Reardon Firm has been involved in mergers and acquisitions. Does your firm have experience in energy acquisitions and dispositions (A&D)?
We have represented
energy clients in numerous asset transactions.
Our company is looking to acquire O&G properties from another company that is having financial difficulties or no longer has the capital to develop the properties fully. Can The Reardon Firm help?
As with other A&D
transactions, we can help here. If
timing is an issue, we will work hard to meet the deadlines of the deal.
BUSINESS OWNERS
We need a sounding board for our company. Could you help?
In the life of a
company, things that have worked very well for years may no longer work because
of growth and changed circumstances.
We have decades of perspective on ideas and plans that work and don’t
work in corporate U.S. and the world.
Our firm welcomes the opportunity to discuss topics that come up from
time to time.
We started our company a few years ago, and it has really grown. We think we will be large enough in a couple to years to think about a major transaction such as a large financing or a sale to another owner. We will call you then.
Thanks, we would
welcome your call at that time.
However, you might think about this. Companies that have rapidly grown from start-ups to some
size often get ready to do an important deal, only to find that there is a
problem. Any number of situations
can create large contingent liabilities for growing companies.
Investors and buyers of
companies refer to these problems as “hair.” Hair on a company means problems that have to be dealt with
in the future, usually involving large expenditures. Hair on a company can make it difficult or impossible to
complete a large transaction. Said
another way, hair makes your company worth less, often a lot less.
At The Reardon Firm, we
like to help our clients plan for that future transaction and work to shave off
problems at an early stage. You
might want to call us sooner rather than later. We can do a little thinking now that could save you a lot in
the long run.
INVESTORS
We are investors looking at a private equity investment in a promising company. Do you have experience in representing investors?
Our founder, Patrick
Reardon, spent a decade working with some of the largest private investors in
the U.S. We understand the
perspective of investors and concerns such as building incentives for managers,
structure and corporate governance, risk avoidance and capital preservation,
and exit strategies.
Our fund invested in a company several years ago. The company has done well, and a larger company would like to buyout our fund’s investment, while retaining the management team’s ownership. Could you help?
Our firm is able to
help with this type of restructuring and buyout. We will work closely with your funds to assure that it
realizes the gain now built into its investment.
BUSINESS PROFESSIONALS
I am an executive of a public company, and I hold shares of the company’s stock that I would like to sell. However, the stock certificate has a restrictive legend prohibiting transfer. Can your firm help me?
This will likely require
a sale pursuant to SEC Rule 144, which was recently amended. We have experience
in advising clients how to make these sales through their broker, including the
transfer agent’s removal of the restrictive legend.
Also, if you are an
executive officer or director of your public company, we should discuss, before
you sell, the possible liability that can arise from the prohibition on
short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.
Our company is hiring a new top executive, and we will need an employment contract.
We regularly draft and
help negotiate employment agreements, representing both companies and
employees. We also assist with
consulting and other such agreements.
STILL DONT KNOW?
I still don’t know if The Reardon Firm can help me with my situation. What should I do?
Call us. We will be happy to discuss your
business situation and help you if we can. If we cannot, we may have the name of an attorney who might
be of assistance.
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