Provided representation during the sale of a London Insurance Brokerage; advising the Board of a Bermuda Reinsurance Company on U.S. tax reform implications for foreign entities and shareholders under the U.S Tax Cuts and Jobs Act.
Successfully negotiated and closed four sponsorship and licensing agreements for a regional solar energy system installer.
Represented our client in the negotiations and finalization of a joint venture operating agreement and other development materials in connection with historic Boston waterfront retail residential opportunity.
Represented prominent Providence and Florida-based real estate investment sponsor and investor in connection with a $5M capital raise for the acquisition and renovation of an Atlanta luxury apartment property.
Assisted large national e-commerce and marketplace seller with Amazon takedown requests related to intellectual property infringements.
Represented a Solar Developer in successfully negotiating and executing a Payment in Lieu of Tax agreement that will reduce municipal taxes by an estimated $478,600.
Restructured commercial real estate holdings for Florida-based property manager, including subsidiary formation, real estate conveyance and mitigation of tax lien restrictions.
Assisted expanding Florida health care corporation with independent contractor services agreements relating to engagements with its physicians.
Counseled investment group in connection with the organizational, management and compensation structure of an exclusive development license for an existing fast-casual restaurant brand’s expansion of its concept stores into malls, airports and stadiums.
Represented prominent Massachusetts insurance company in acquiring the business assets and real property of a local insurance agency in order to realize growth and expansion goals within additional regional markets.
Structured commercial real estate joint ventures and investor equity entities in connection with the purchase, redevelopment and leasing of residential housing, including negotiation of acquisition and development financing.
Prepared a partner-level operating agreement for a professional athletic consulting and advisory business.
Represented prominent real estate investment firm in $6 million syndication of a nationally recognized management and private equity real estate firm’s acquisition of a luxury Georgia apartment community.
Assisted up-and-coming real estate investor with multi-entity corporate restructuring and the formation of an asset protection trust in connection with the transfer of several real estate asset to respective bankruptcy remote holding companies.
Advised a well-regarded restaurant entrepreneur with employment and employee incentive matters surrounding the launch of a new restaurant concept.
Assisted family-owned enterprise in the execution of a series of inter-family vertical and horizontal membership interest transfers in business divorce context.
Counseled investment group in connection with the organizational, management and compensation structure of an exclusive development license for expansion of an existing fast-casual restaurant brand into malls, airports and stadiums.
Successfully negotiated with the Rhode Island Division of Taxation to secure a tax refund of $191,000 that was withheld in connection with a nonresident real estate transaction.
Represented up-and-coming real estate developer with a multi-state capital offering with respect to the construction of luxury homes in the New England region.
Represented real estate investor in connection with a complete reorganization of existing corporate structure and asset protection trust in connection with the closing a $25M financing on the client’s real estate investment portfolio.
Drafted nationally recognized home security company’s employee handbook for purposes of multi-state operations covering offices and employees located in multiple states across the United States.
Represented popular North Carolina-based solar energy company in preparation of term sheet and associated offering documentation in connection with a multi-million dollar growth capital raise in connection with multi-state market expansion and development of new solar product and service line.
Counseled corporate client on variety of commercial contract matters, including drafting and negotiating preferred vendor and referral agreements, third-party marketing agreements, subscription licenses, and professional services agreements, as well as advising on termination options and renegotiation opportunities.
Represented a prominent regional commercial real estate sponsor in a development joint venture for construction and operation of what is anticipated to be one of the largest state-of-the-art storage facilities in the state of Rhode Island.
Counseled New York nightclub and sports bar owners regarding letter of intent for new locations in westward expansion.
Represented sponsor in the closing of an investment in a leading provider of scenting solutions for a preferred membership interest, including pre-acquisition restructuring of the portfolio company, special consents and execution of post-closing service agreement.
Represented up-and-coming Florida-based residential real estate investor in formation of multiple special purpose real estate entities and holding companies for purposes of holding recently acquired real estate investment properties.
Counseled media and internet client with respect to the planned layoff, restructuring and termination of various of its employees, as well as other employment matters, to ensure compliance with employment agreements and state and federal employment and labor laws.
Represented prominent New England-based real estate investment fund in the disposition of approximately $60 Million worth of commercial real estate and industrial properties located in Massachusetts, conducting all corporate elements associated with the sale.
Counseled a retail sales client with a national footprint with respect to key modifications to its primary contract with its main strategic partner, through which the client receives services and financing, including negotiating and drafting various amendments.
Represented sponsor in the closing of an investment in a provider of online reputation protection services for a preferred membership interest, including pre-acquisition restructuring of the portfolio company, special consents and execution of post-closing service agreement.
Counseled corporate real estate client regarding formation and structuring of a limited liability company, including the drafting of its operating agreement, grants of equity and non-voting profits interests and broker representation agreements.
Counseled architect in structuring the planned succession of its business to a key employee, including the key business terms for a future sale, as well as terms and provisions to govern the ongoing business and collective responsibilities during the interim period.
Represented, in connection with acquisition of a $90 Million luxury hotel located in Kansas City, Missouri, a well-regarded commercial real estate syndicator in creating an investment fund for acquiring a primary equity stake in a special purpose real estate entity that is operated by a nationally-recognized real estate investment sponsor and hotel management company.
Represented Massachusetts-based general contractors in sale of a $11 Million New Jersey commercial property, conducting all corporate elements associated with the sale.
Reviewed employee handbook for New York-based Internet media business relating to client’s multistate operations.
Structured commercial real estate joint venture, partnership and companies in connection with the purchase, redevelopment and leasing of a commercial and medical office building.
In conjunction with the client’s tax advisors, structuring, negotiating and drafting the historic tax credit partnership agreement, entity structure and separate loans among members of ownership entity relating to real property in Providence, Rhode Island.
Represented owner of real property in Providence, Rhode Island in connection with property repositioning, including obtaining historic tax credit financing through a single tier partnership structure, construction loans from traditional lenders, a separate loan from a quasi-public entity.
Drafted employee handbook for sales intensive organization with operations, offices and employees located in Massachusetts.
Represented commercial landlord in lease negotiations with a national phone carrier for installation of a cellular telecommunications system.
Counseled client investor regarding a mixed debt and seed-money equity investment in a startup investment advisory firm, including analysis and drafting of both the debt and equity documents and inclusion of key protections.
Counseled premier Rhode Island and Massachusetts real estate developer in complex corporate structuring and governance issues in its application for Rhode Island state tax credits for repositioning a massive, multi-property development.
Represented restaurateur in special purpose entity formation, commercial lease negotiations and the acquisition and transfer of a restaurant business and various licenses, including before municipal licensing authorities.
Coordinated the stock buyout of a key shareholder in a Raleigh, North Carolina-based commercial and residential security alarm and home technology company, and represented that shareholder in the negotiation and final disposition of his equity interests.
Counseled client with regard to and drafted related legal documents for corporate structuring, including employee sharing and cost allocation among affiliated entities.
Assisted the purchasers of a popular Providence, Rhode Island bar and restaurant with formation and managerial issues regarding their limited liability company, and represented such purchasers in the negotiation, acquisition and financing of the establishment.
Represented provider of financial advisory and brokerage services in connection with sale of its Florida-based investment advisory business, including the drafting of asset purchase agreement, consulting agreement, and financing documents.
Counseled corporate client with regard to executive employment compensation package, including the drafting of executive employment agreement and grants of equity and profits interests in various company holdings.
Represented sponsor in connection with the structuring and formation of, and a private securities offering for, a private fund that will invest in preferred equity securities of nonpublic operating companies, including forming the fund’s general partner and investment advisory entity and counseling client with regard to the Investment Advisers and Investment Company Acts.
Assisted a prominent regional real estate developer regarding acquisition of a historic Providence, Rhode Island landmark, including analyzing corporate structure and governance issues and drafting closing documents.
Structured and organized the formation of a real estate investment fund in connection with its private offering; advised and assisted on securities law matters and structured post-funding tax credit syndication.
Represented sponsor prior to and in connection with a private securities offering of preferred membership interest regarding the investment terms and the restructuring and organization of its portfolio companies, including management, special consent and other rights afforded founding member and preferred interest holders.
Counseled client with regard to a related party acquisition of various ownership interests in a multi-company structure organized to rehabilitate a historic residential and commercial property and take advantage of related tax credits, including the negotiation and drafting of membership and partnership interests purchase agreement with tax indemnification provisions and related financing documents, as well as drafting purchaser’s organizational documents.
Counseled banking client with regard to indirect transfer of limited partnership interests in ten (10) different partnerships that each owned real property subject to tax credit financing, including analyzing underlying partnership agreements, debt documents and consent requirements.
DarrowEverett’s Corporate, Real Estate, and Banking & Finance Practice Groups counseled a corporate client with regard to transfer of limited liability company membership interest associated with the development of a music-themed destination resort, including negotiation and drafting of assignment and assumption agreement.
Assisted two premier New England based real estate developers in the preparation, negotiation, organization and formation of a joint venture created for the purpose of acquiring and redeveloping a historic property located in Providence, Rhode Island.
Supported the Commercial Real Estate practice group in the representation of a joint venturer in connection with acquiring a historic Providence, Rhode Island landmark and neighboring lots.
Counseled corporate client with regard to a sale of its limited liability company membership interest associated with the development of a multi-unit, garden-style residential apartment community, including negotiation and drafting of membership interest purchase agreement.
Represented sponsor in connection with acquisition, development, renovation and tax credit financings of a distressed hotel properties in New Orleans, Louisiana and Detroit, Michigan, including negotiation of joint venture agreements.
Represented a national hotel investor in the formation and organization of various real estate investment funds in connection with the acquisition of two world-renowned hotel franchises respectively located in Dedham, Massachusetts and Providence, Rhode Island.
Counseled corporate client with regard to redemption of shares of stock held by a minority shareholder, including negotiation of stock redemption agreement.
Prepared corporate organizational documents and assisted in structuring complex and multifaceted deal terms relative to admittance of a new member within a registered investment advisory entity.
Negotiated investment and syndication terms with respect to $90 million multi-hotel portfolio acquisition on behalf of private equity provider.
Represented real estate developer clients in formation and negotiation of joint venture and associated documentation regarding a $2 million real estate acquisition and redevelopment, with associated tax credit equity financing.
Advised principal of tech computing company regarding acquisition of company equity interests by partner with associated tax, buy-sell, repurchase and employment considerations.
Represented real estate developer clients in formation and negotiation of joint venture with associated documentation regarding a $3 million real estate acquisition and redevelopment, with associated tax credit equity financing.
Represented multiple equity sponsors in corporate elements of structuring new offerings for syndication and implementing agreements and disclosure documentation in connection with transactions.
Represented corporation in transfer of intellectual property assets to affiliated holding company.
DarrowEverett’s Corporate and Real Estate Practice Groups successfully worked with the owner of a regional burger franchise on an asset sale and assignment of lease transaction. The transaction consisted of a sale of all of the business assets, as well as an assignment of the restaurant lease to a regional restaurant operator in Pennsylvania.
Represented New England based real estate developer in connection with the development of a Massachusetts 40B affordable housing project.
Represented restaurant developer in $1 million complex equity redemption, financing and restructuring transaction involving investors and investment companies located in several states.
Represented sponsor private equity provider in approximately $100 million series of equity placements in connection with premium brand hotel and resort investment opportunities located throughout the continental United States.
DarrowEverett’s Corporate, Banking & Finance and Real Estate Practice Groups successfully represented and advised a national real estate investment company in the acquisition and financing of two large office/retail/warehouse properties in Florida. With the help of the firm’s experienced corporate team, the client created several entities, including two Florida single purpose limited liability companies to take title to the properties. The real estate team guided the client through the extensive due diligence process to identify and address title, survey, and zoning issues, as well as work with dozens of local, regional and national tenants. The transaction also involved several months of negotiations to obtain mortgage and mezzanine financing for the acquisition.
Advised client regarding substantial amendments to limited liability company and partnership agreements formalizing certain estate planning and buy-sell considerations among longstanding medical office building equity participants.
Counseled client and negotiated detailed stockholders’ agreement in connection with formalizing ongoing relationships between longstanding equity participants.
Represented film development and finance client in preparation and negotiation of management agreement relative to feature film production company
Represented corporate client in connection with the multi-million dollar offering and conversion of promissory notes into common stock through a multi-tiered debt offering. Transaction structure and representation involved effecting the conversion of certain debt obligations issued through independent rounds of privately-raised investor capital.
Represented film development and finance client in preparation and negotiation of management agreement relative to feature film production company
Represented purchasing entity in connection with its $5.5 Million acquisition of a night club facility. Representation included negotiating and closing the acquisition of the target business’ personal, real property and liquor licenses, together with negotiating and closing certain of the acquisition financing provided by a private lender and appearing before various state and local commissions with respect to the liquor license acquisitions.
Facilitated extraordinary corporate and transactional documentation needs associated with over $250 Million in commercial loan and refinance transactions.
Represented family office client in connection with the disposition of its ownership interest in private aircraft leasing business through a transaction involving the sale of the client’s shares in the business in exchange for a participation interest in certain income streams derived from seller financing notes issued in connection with the sale of aircraft.
Restructured commercial real estate partnerships and companies in connection with loan modifications, refinancings and sales.
Assisted real estate development client in connection with multi million dollar preferred equity financing relating to acquisition, loan financing and development of hotel concept through multiple limited liability companies and alternative financing structures.
Assisted a private real estate management company in connection with acquisition of $2.5 Million in preferred equity interests and associated rights in connection with two multifamily housing complexes financed by the Department of Housing and Urban Development.
Structured commercial real estate joint venture, partnership and companies in connection with $6 Million acquisition of equity interests and associated rights and management contracts in connection with purchase and development of state-of-the-art manufacturing facility.
Structured $2.5 Million equity purchase of preferred interest in condominium tower complex through limited liability companies and partnership.
Represented real estate developer client in connection with ownership restructuring of multi-million dollar asset including significant new equity participant.
Structured equity operating agreement and ownership documentation in connection with property acquisition and hotel development through a limited liability company.
Structured commercial real estate joint venture, partnership and companies in connection with restructuring multi-million dollar acquisition of equity interests and associated rights in connection with purchase and development of state-of-the-art mixed-use manufacturing, distribution and warehouse facility.
Structured multi-company profits interest plan for executives and employees of commercial real estate venture.