Recent Engagement: $10+ million commercial real estate workout

Deal Summary: The potential for commercial real estate loan default is a stark reality to many government entities and business owners. Risk factors such as low vacancy rates, imprecise valuations and negative cash flow all put a strain on owners, especially those are over-leveraged. It is this scenario that caused a multiple-property holder to engage Zeppos Rautiola recently in a $10+ million loan workout. How ZR helped: When the loan was called in a Notice of Default, ZR worked tirelessly to negotiate a deal with a new lender and to structure the deal so that our client was in a better position to manage their cash flow and make timely...

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Recent Engagement: Sale of company to a New York-headquartered, national firm

Deal summary: Zeppos Rautiola regularly helps clients in the sale of their companies, often as an exit strategy for retirement.  In this recent matter, we assisted in the sale of a retirement and benefits plan company to a New York-headquartered, national firm. How ZR helped: Our client had grown over the years through a previous merger and ownership involved in-house management as well as outside investors. Top management personnel were within 5-10 years of retirement and seeking a method to cash out of the business and generate stable retirement income.  At the same time, the acquiring firm provided a means for ongoing service of our client’s many accounts, which was critical to their succession planning. Zeppos Rautiola’s work included negotiations, due diligence and deal structuring to ensure that the transaction fully met the client’s short and long-term...

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Recent engagement: Sale of $10mm financing portfolio

Deal summary: Zeppos Rautiola has significant expertise in mergers and acquisitions. A recent matter involved the sale of a financing portfolio, valued at nearly $10 million, to a New York private equity firm. How ZR helped: ZR has acted as outside General Counsel for this client, which provides financing services for small business transactions, for many years. A buyer approached our client with an interest in purchasin…g a portfolio of accounts in order to create a steady income stream over the life of the financed accounts. Initially the deal faced obstacles due to buyer terms but ZR overcame these obstacles during negotiations (including a demand for personal continuing guaranties that was later revoked) and successfully structured the transaction. Further, ZR negotiated and structured the corporate sales structuring, involving a new LLC, $3 million in upfront cash and up to $7 million in additional purchase price over 3 years through an earn-out. In addition, our work included due diligence, deal structuring and tax planning. The transaction was completed on a very timely basis within 30...

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Recent engagement news: $3.2 million real estate transaction

Deal summary: Zeppos Rautiola is often engaged to assist in major real estate transactions.  A recent matter involved a $3.2 million acquisition of a 12,000 s.f. commercial real estate building for the new headquarters of a national merchant processor. How ZR helped: This deal was consummated in only 4 days, involving intense deadlines and highly detailed proceedings, while meeting the very stringent requirements of the New York-based hedge fund seller. The short fuse was due to the initial primary lender pulling out at the last minute due to a conflict, leaving our client with the possibility of losing its earnest money deposit if financing wasn’t secured.  A lender was secured that could handle the quick turnaround and ZR attorneys worked tirelessly to consummate the deal.  Our work included negotiations, due diligence, title, corporate financing and lease evaluation (several existing sub-tenant leases were in place, which required assessment of rights in order to terminate...

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Beth Rautiola publishes article on “Corporate Recapitalization”

Beth Rautiola wrote an article for “WealthCounsel Estate Planning Strategies” on the topic of “Corporate Recapitalization.” Corporate recapitalization is the reorganization of a corporation’s capital structure. The capital structure includes stock ownership and the rights associated with each class or type of issued stock.  For shareholders of a closely held business, recapitalization is a succession strategy. Recapitalization, also referred to as “reorganization,” is a division of rights associated with corporate stock. There are many ways to use a recapitalization.  It is a valuable tool when combined with other strategies, such as gifting programs, structured sales, or an Intentionally Defective Grantor Trust (IDGT) … Read the full...

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Zeppos Rautiola represents Channel LLC in acquisition by Auction.com

IRVINE AND SILICON VALLEY, CA. — Auction.com, LLC, the nation’s leading online real estate marketplace, has completed its cash and equity acquisition of Channel, LLC, a Newport Beach, California-based real estate technology solutions provider that offers a leading-edge real estate transaction platform aimed at residential brokers and consumers. Auction.com, LLC, is the nation’s leading online real estate marketplace. Founded in 2007, the company has sold over $29 billion in residential and commercial real estate assets. Auction.com has over 900 employees. Channel’s platform enables real estate investment firms, financial institutions, asset management companies, and other service providers to efficiently manage and liquidate their real estate assets by automating and standardizing the workflow and tasking for all team members within the management and disposition life cycle. Demo Zeppos, partner at Zeppos Rautiola LLP, represented Channel LLC as lead counsel in facilitating the above transactions, which included negotiating the payment terms, structuring the  purchase agreements, tax structure and post-closing agreements, as well as exit-planning services for the owners. VIEW...

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