Corporate and Finance

Corporate and Finance

“They are excellent- they’re responsive to our needs and, even when we were small, they treated us with a high degree of respect.” – Chambers USA, 2012

Broad and Cassel’s Corporate and Finance Practice Group focuses on the needs of its largely entrepreneurial client base by providing a high level of legal services in a cost-effective manner. Our attorneys represent clients during their full life cycles, from initial formation and structuring, through early and later stage financing, including IPOs, and then in both acquisitions and sale or other exit transactions.

Most recently, The M&A Advisor recognized the group in connection with the 2015 Technology Deal of the Year for matters between $250 million and $500 million. Broad and Cassel represented Rx30, a leading developer and supplier of pharmacy management software solutions, in the sale.

The projects in which the group has been involved include:

  • Purchases and sales of public and private businesses
  • Private placements
  • Public offerings
  • International and domestic joint ventures
  • Friends and family, angel, venture capital and private equity transactions
  • Technology development and licensing
  • Shareholder representation
  • Officer and director representation
  • Corporate finance and securities compliance
  • Mergers and acquisitions

The group is known for filling a “general counsel” role for many of our clients, ensuring compliance with SEC, stock exchange and other rules and regulations; providing guidance related to operational contract matters; implementing protection of intellectual property; and handling debt and equity financing transactions. Our clients range from the newly minted MBA with his first start-up, to a former investment banker attempting to start her own manufacturing company, to the seasoned public company executive desiring to start an online travel business.

A highlight of our experience includes:

  • Representation of Clermont, Fla.-based client Uncle Matt’s Organic®, the nation’s oldest organic juice company, in its sale to a leading national food and beverage company, Dean Foods Company (NYSE: DF).
  • Ongoing representation as lead finance counsel to the Greater Orlando Aviation Authority (GOAA).
  • Representation of Autopistas del Atlantico in obtaining a $145 million loan for the construction of the Corredor Turistico toll road. Our attorneys handled the entire financing, which included: making sure the toll road concession and surrounding circumstances were in place properly for financing; negotiating with the lenders and their counsel; negotiating the project guarantee from the World Bank’s Multilateral Investment Guarantee Agency (MIGA); working with the Honduran Government and all of the various insurance companies and consultants; and documenting it all.
  • Representation of a Florida-based developer of pharmaceuticals in all aspects of SEC compliance. Our attorneys also handled its initial private placement, initial public offering and subsequent public and private securities offerings. Ongoing representation includes nearly $1 billion in various transactions, including acquisitions and reorganization.
  • Representation of a shareholder of a leading new media advertiser for Latin America in the sale of a majority stake to a large multinational with a subsequent option and put for the removing shares. With subsidiaries all over the region, tax planning, obtaining necessary approvals and coordinating counsel was no easy feat.
  • Representation of a closed-door pharmacy in a $3 million sale to a strategic buyer.
  • Representation of the owners of a significant regional agricultural enterprise in the sale of all shares to a large multinational conglomerate. The documentation and negotiations were entirely in Spanish and governed by local law (our attorneys were supported by local counsel).
  • Representation of a minority owner of a multi-state hospice provider in a $250 million private equity sale. This was in addition to an earlier transaction in which the Firm represented the sole owner in a $125 million private equity sale.
  • Representation of a Florida-based company providing computer telephony solutions that enable real time, full duplex, telephone quality voice conversations over the Internet. Broad and Cassel served as general counsel and handled all SEC compliance and the initial private offering, initial public offering and subsequent securities offerings. Our attorneys also represented this company in transactions totaling more than $200 million.
  • Representation of a top international menswear designer in multiple transactions totaling more than $400 million.
  • Representation of a home health agency in a $12.2 million sale to an out-of-state hospital system.
  • Representation of a retail pharmacy in a $1 million sale to a public company.
  • Representation of a Florida-based cruise line incorporated in Bermuda. As general counsel, Broad and Cassel performed all SEC compliance for the cruise line’s international operations. Our attorneys also handled the initial private offering, acquisition of its initial vessels, initial public offering and subsequent securities offerings. Additional transactions include the restructuring of an operational joint venture with a Hong Kong-based foundation responsible for the educational Semester-at-Sea program, the establishment of an operational joint venture with a Mexican company and the Viejas Band of Kumeyaay Indians and the acquisition and financing of an $86 million cruise ship with a European banking syndicate and through a private placement of securities.
  • Representation of a non-profit hospice provider in a merger with another non-profit hospice provider, where the aggregate enterprise value was several hundred million dollars.
  • Representation of numerous technology companies and “brick and mortar” companies that entered the e-commerce arena. Sample transactions include a $70 million offshore public offering by an Internet financial service and information company, a $16 million initial public offering by an online brokerage firm, followed by a $200 million merger of this firm into Omega Research, Inc., and a $31 million initial public offering by an online e-commerce company.
  • Representation of a substance abuse rehabilitation and detoxification treatment business in a $80 million private equity sale.
  • Representation of a substance abuse rehabilitation and detoxification treatment business in a $2 million sale to a strategic buyer.
  • Representation of the owner of a consumer products manufacturing and distribution business in a $32,000,000 sale to a private equity buyer.
  • Representation of the owner of a construction materials distributor in a $8,000,000 sale to a private equity buyer.

Chambers USA Testimonials:

“Dedicated focus on the representation of entrepreneurial and growing clients.” – Chambers USA 2015

“The firm has a solid reputation in Florida for undertaking a range of corporate and securities work on behalf of both domestic and international clients.” – Chambers USA 2011

“They provide the support of a large firm but treat you as if you were their only client.” – Chambers USA 2011

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