Tell us about your practice in the middle-market private equity space?
I represent private equity funds and their portfolio companies in numerous equity transactions — mergers and acquisitions, divestitures, complex investments (including growth equity), strategic partnerships and joint ventures.
I call myself a deal lawyer. I use this label in part as a continual reminder to myself that my focus on each of my deals should remain on helping my clients to get their deals done.
Why did you choose to be a deal lawyer?
I am the son of multiple generations of entrepreneurs. Growing up, I spent summers working in the family wood-treating business in Maine doing everything I could to support the business — from stacking lumber and picking up scrap metal banding around the yard to inventory control, information technology and sales. When I decided to become a business lawyer, I wanted a dynamic, challenging practice that would matter to businesses and their owners. I can emphatically say that I chose well. Every deal I do is different and exciting. What could be more important to businesses than the decisions surrounding their ownership and control?
Do you have a particular area in which you concentrate your work?
My niche is in complicated buyout transactions, particularly those that involve heavily regulated industries such as energy, health care, financial services, and food and beverage. My goal in these transactions is to understand and simplify the complications in these transactions so that I can highlight for my clients what matters and help them resolve the open issues.
Can you discuss a recent transaction which highlights your practice? Why is this transaction interesting or notable?
I advised Ballast Point Brewing the first time it was sold, when it represented what may still be the high watermark of craft brewery valuations. The folks at Ballast Point were great clients, and to this day I’ll happily order a Sculpin IPA whenever I see it on tap.
What are the greatest challenges to signing and closing PE transactions? How do you navigate them?
In a market in which every sponsor is looking for yield and where robust auctions have become the norm for high-quality businesses, I think the greatest challenge lies in helping clients win the deals they want to win.
By the time a sponsor brings us into a bid, it has usually made the decision that it wants to win the bid at a certain price range depending on diligence. Therefore, my goal in any buy-side auction is to help my sponsor client gain the certainty on diligence that it needs in order to proceed and then win the bid.
In documentation, I focus on positioning my client to be viewed as a reasonable and sophisticated dealmaker excited about the deal and who will, if selected, be a constructive counterparty in working with the seller to get the deal done. While this approach may not help a client win a bid if they are far on price, I have had clients win bids when we did not think they were the high bidder because we were able to convince the seller that we would arrive at the signing table on reasonable terms.
Do other areas of the firm support your PE transactions? Do you rely on experience from other areas of the firm?
Yes. Attorneys in other departments are absolutely critical to the success of my private equity clients, and I reach out to them on my deals, early and often. Clients can claim real value in a deal or have a leg up on competition in a bid if they have sophisticated tax counsel on their side. Employee benefits and labor are increasingly important to transactions, and if not addressed properly can create real challenges post-closing. And depending on the deal, I will bring in intellectual property, information technology, real estate, environmental, regulatory and other lawyers to help our clients maximize deal value and navigate risk. One of the benefits of the Kramer Levin private equity platform is that we have all of these resources on-site here in New York so that I can walk down the hall and engage them in real time as needed.
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