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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Zeppos Rautiola LLP represents Qubera Solutions LLC in acquisition by KPMG

NEW YORK, LONDON, and IRVINE, CA — The Irvine-based law firm of Zeppos Rautiola LLP completed a major international transaction, representing their client Qubera Solutions LLC in its acquisition by KPMG LLP (U.S.). Financial terms of the agreement will not be disclosed. Qubera Solutions LLC (“Qubera”) is a leading privately-held cybersecurity firm that provides identity and access management (“IAM”) services to Fortune 500 and Global 2000 companies. KPMG LLP (U.S.) and KPMG LLP (UK) have acquired certain assets Qubera. The transaction strengthens KPMG network’s security transformation capabilities in several service areas, including Cloud Identity Federation, Identity as a Service (IDaaS), Identity Governance, and IAM solution implementation. IAM services have become integral to maintaining sustainable operations across many industries, including financial services, healthcare and life sciences, technology, telecommunications, energy, consumer and retail, and higher education. The Qubera management team has extensive experience building, delivering and supporting technology services for leading organizations worldwide, and its consultants are among the most highly regarded in their specialties. Zeppos Rautiola LLP has served Qubera for several years, working with the company as general counsel and handling a range of legal issues. Zeppos Rautiola LLP represented Qubera as lead counsel in facilitating the KPMG transaction, which included negotiating the payment terms, structuring the purchase agreement, tax structure and post-closing agreements. The firm also worked with Bryan Cave LLP, which handled the international side of the transaction. VIEW...

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Zeppos Rautiola represents Annex in $11.5 million acquisition

NEW YORK, N.Y. — Standard Motor Products, Inc. (NYSE: SMP) announced that it has acquired the assets of Annex Manufacturing, a privately held company, for approximately $11.5 million. Annex, located in Fort Worth, Texas, distributes a variety of temperature control products for the automotive aftermarket. In addition and as part of this acquisition, SMP formed and capitalized a $14 million 50/50 joint venture with Gwo Yng Enterprise Co. Ltd., a China-based manufacturer for the automotive OEM/OES markets. Demo Zeppos, partner at Zeppos Rautiola LLP, represented Annex 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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