Cases
Rep Matters: H & S Creates Economies of Sale for Joint Venture
Halloran & Sage represented a joint venture consisting of two Connecticut family-owned energy companies in the negotiation, documentation
closing of the joint venture
in an associated financing transaction. The overall transaction combined the two entities' business operations
banking relationships to create economies of scale that will position the joint venture for future growth in a competitive industry. The firm's representation included the creation of the legal structure to implement the client's business goals through the formation of the joint venture entity, administering asset transfers from legacy companies, negotiating
documenting leasing arrangements, analyzing environmental issues, addressing the joint venture's third party relationships,
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ling employment matters. Simultaneously with the joint venture's formation, Robert Cox
Casey O'Connell represented the client in its financing with a regional bank, through the negotiation of loan documentation,
attention to due diligence matters. The firm concurrently closed the financing
joint venture transaction to permit the joint venturers to efficiently combine operations without any business interruption.
H & S Negotiates
Consummates Financing
Acquisition
Halloran & Sage represented a craft beverage company in a $3.1 million equity financing
business acquisition. The firm now serves as the company's general counsel. The firm's scope of representation included the negotiation
documentation of terms with the company's investors
also with the company's acquisition target,
involved multi-faceted due diligence activities, analyzing
resolving securities law issues, establishing an equity incentive plan, conducting intellectual property analysis, drafting employment contracts, addressing the company's relationships with third party vendors,
structuring a complex operating agreement that accommodated the client's detailed equity structure. Robert Cox
Casey O'Connell guided the client through a simultaneous closing of the equity financing
business acquisition,
has continued to represent the company in employment, intellectual property
other contractual matters.
H & S Executes Founders' Business Exit Plan Through Stock Sale
Halloran & Sage assisted the founders of a Fairfield County business transition the business into new ownership through a complex stock sale. Partner Bob Cox, counsel Joe Biraglia
associate Casey O'Connell structured a deal whereby the founders realized nearly $7,000,000 in proceeds, while providing for continued employment with bonuses, an option to purchase affiliates of the business,
the favorable resolution of issues relating to buyer financing.
H & S Negotiates, Documents
Closes Restructuring of Joint Venture
Halloran & Sage negotiated, documented
closed the restructuring of a joint venture that was necessary to allow the venture to continue to execute its growth plan. Partner Robert Cox
associate Casey O'Connell structured a unique deal that thoroughly
clearly resolved a host of issues including debt repayment, licensing, revenue sharing, asset transfers
liquidation rights.
H & S Drafts Solid Waste Delivery Agreements
Halloran & Sage counseled a quasi-public entity in the negotiation
documentation of solid waste delivery agreements with various regional waste haulers. The contracts were designed so that the client's operational needs would be met
that the client's financial position would be protected.
Firm Leads Company's Negotiation
Documentation of Strategic Alliance Agreement
Halloran & Sage represented a Connecticut manufacturing company in the negotiation
documentation of a strategic alliance agreement with a Massachusetts company that set forth a wide-ranging relationship between the two companies with respect to joint national
international operations. The agreement was drafted from scratch, based on the unique business industry involved
the emerging
cutting-edge nature of the Firm's client,
was led by partner James Maher
attorney Casey O'Connell.
Manufacturer Represented in Stock Transactions
Key Corporate Governance Issues Resolved
Halloran & Sage represented a Connecticut manufacturing company in two separate stock redemption transactions involving the company's principal shareholder
a longtime member of the board of directors. The transaction involving the principal shareholder was tailored to maximize the shareholder's gifting limits under federal tax law, while the transaction involving the board member necessitated the resolution of corporate governance issues to properly proceed. The firm, led by partners James Maher
Vincent Liberti, Jr.,
attorney Casey O'Connell, navigated the company through these issues to achieve successful redemptions within a year-end timeframe.
Regional Bank Represented in Loan Facilities for CT Family-Owned Business
Halloran & Sage represented a large regional bank in negotiating, documenting
closing a restructuring of two separate loan facilities to a Connecticut family business. The terms of the restructuring allowed the business to avoid foreclosure while protecting the bank's long-term interests. The transaction, led by business law partner Robert Cox
attorney Casey O'Connell, involved the creation of a custom omnibus loan modification document
the resolution of various security interest issues
due diligence matters.
Incentive-Based Compensation Programs Formed for Asset Investment Management Firm
Halloran & Sage represented an asset investment management firm in the creation of two incentive-based compensation programs for employees of a company that the management firm's associated investment controlled. The compensation programs constructed
executed by business law partner Robert Cox
attorney Casey O'Connell were uniquely tailored to the company's structure
needs,
included employee compensation methods that were pegged to the reduction of the company's debt
indexed against the appreciation in the company's potential acquisition value. The solutions allowed the company to properly incentivize its employees while ensuring that the compensation arrangements appropriately fit into the company's complex financing structure.
Manufacturing Company Represented in Asset Sale
Halloran & Sage represented a Connecticut manufacturing company in the negotiation, documentation
closing of a sale of the majority of the company's assets. The complex
wide-ranging transaction led by business law partner Robert Cox
assisted by attorneys Matthew Teich
Casey O'Connell included negotiated solutions regarding the status of the company's inventory, real estate, accounts, liabilities, employment matters
contractual obligations,
was closed in time to meet a strict year-end deadline. As part of its representation of the company, Halloran & Sage also effectuated a restructuring of the company's various business entities in the immediate aftermath of the asset sale to help the company successfully manage difficult taxation issues.
Business Entity Restructured after Dissolution
Merger
Halloran & Sage represented a Connecticut manufacturing company in a significant restructuring of its business entities in the immediate aftermath of an asset sale. The restructuring, included the creation of a new limited liability company, the merger of a corporation with
into an LLC,
the dissolution of an existing LLC. Each step of the transaction, led by business law partner Robert Cox
attorney Casey O'Connell involved precise timing to allow the principals of the companies to successfully navigate complex taxation issues by effectuating the restructuring during the small window of time between the execution of the asset sale
the end of the calendar year.
Large Regional Bank Represented in Loan Facilities to CT Property Manager/Developer
Halloran & Sage represented a large regional bank in the negotiation, documentation
closing of mortgage
construction loan facilities to a Connecticut property manager
developer. The Firm, led by real estate partner James Maher, environmental partner Ann Catino
attorney Casey O'Connell, assisted the lender in navigating through the resolution of environmental issues with respect to the subject property
to promptly close
fund the loan within a strict year-end timeframe.
H & S Helps Sales Finance Company Position Itself for Continued Growth
Halloran & Sage represented a sales finance company in closing a transaction that established a line of credit with a regional bank that allowed the young company to continue to exp
at a rapid pace. Partner James Maher
associate Casey O'Connell helped the company through a lengthy
comprehensive due diligence process that involved the application of voluminous statutes
wide-ranging regulatory schemes to the company's unique business model. The H&S team helped the company to successfully close the loan transaction
to properly position itself for growth within a complex regulatory framework.
H & S Creates
Documents Complex Contractual Mechanisms for Association of Public Utilities
Halloran & Sage represented an association of public utilities in the preparation of an agreement governing the relationship among the association's members. The H & S team, consisting of partners Peter Boucher, James Maher
Alan Curto
associate Casey O'Connell, drafted an agreement from scratch that created numerous
complex contractual mechanisms to ensure that the interests of each of the various public utilities were adequately addressed with respect to a wide range of financing
governance issues. Halloran & Sage's extensive experience in the areas of contract preparation, municipal law, corporate governance,
regulatory matters were all drawn upon to complete the matter within the agreed-upon timeframe
budget.
Regional Communications Firm Closes Private Equity Placement
Halloran & Sage represented a regional communications corporation in a $1.8 million private equity placement. The H & S team, consisting of partners James Maher
Suzanne Scibilia
associate Casey O'Connell, helped the client navigate through federal securities law requirements
the blue sky laws of multiple states,
also negotiated
documented the transaction in a stock purchase agreement whereby the client received cash in exchange for newly-issued shares. H & S solved corporate governance issues to avoid delaying the deal's tight timeframe
devised unique contractual mechanisms to ensure that the two-tiered structure of the transaction was properly documented in an initial closing while providing for a possible second closing that was contingent on the occurrence of certain events.
H & S Helps Local Software Firm Raise Capital
Halloran & Sage represented a Connecticut software developer focused on educational mobile applications to raise $100,000 fund its continued growth through a secured debt issuance. Partner James Maher
associate Casey O'Connell helped the client to negotiate
document a loan agreement
a promissory note, along with security agreements covering both physical assets
intellectual property.
H & S Helps Client Recover Its Losses After Asset Sale Default
Halloran & Sage represented the seller of a business foreclose on its security interest in the business's property following a default by the buyer on a promissory note that had been issued in an asset sale. Partner James Maher
associate Casey O'Connell applied the client's statutory protections under Article 9 of the Uniform Commercial Code to properly effectuate a strict foreclosure of the collateral,
also helped the client to exercise remedies available to it under a lease of real property that had been granted to the buyer.
Multifaceted Health Care Development
Construction Deal Negotiated, Documented,
Closed
Halloran & Sage successfully counseled a large Connecticut construction
real estate firm through the negotiation, documentation,
closing of the development
construction a new health care facility
an adjacent medical office building. The project involved the negotiation
preparation of a participation agreement, a purchase
sale transaction, reciprocal easement agreements, construction contracts
leases. Additionally, Halloran & Sage represented its client in securing
documenting $19,500,000 of construction financing.
The Halloran & Sage team was led by real estate partner James Maher
also included real estate associates Matthew Teich, Jaimee Newman
Casey O'Connell, construction partner William Wilson, II,
legal assistant Karel Ortolani.
Fairfield County Startup Assisted in Strategic Manufacturing, Advertising
Consulting Arrangements
Halloran
Sage has creatively assisted a Fairfield County startup in the consumer products space enter into strategic manufacturing, advertising
consulting arrangements financed with equity. Partner Henry Beck, Counsel Les Grodd assisted by Attorneys Casey O'Connell
Eric Bernheim devised the structure for these transactions, led the negotiations
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led securities law compliance.
H & S Counsels Client in Drafting of Operations & Maintenance Agreements
Halloran & Sage drafted operations
maintenance agreements for a quasi-public agency with respect to numerous sites within its state-wide network of facilities. The agreements were uniquely tailored to reflect the client's status within the applicable governmental
regulatory framework
to conform to the specific
varied operational needs of each facility.
H & S Assists Quasi-Public Entity in Producing Waste Management Services Agreement
Halloran & Sage created the contractual mechanisms through which a quasi-public agency was able to provide waste management services to various Connecticut municipalities. The contracts were tailored to ensure that the client's unique waste processing requirements were met
that appropriate governmental
regulatory requirements were addressed while also providing for the client's operational needs.
