Joel Plainfield

Select representations include:

• A compliance and testing corporation in an $8.5 million laboratory asset purchase. Negotiated and coordinated with the seller’s representative’s counsel as well as drafted and coordinated the APA, ancillary agreements, notices, and disclosure schedules.
• A multinational corporation in a $15 million reverse triangle merger. In addition to negotiating and drafting the SPA and employment agreements, handled post-closing perfection of interests and clearing of encumbrances.
• A multinational corporation in a $42.5 million acquisition of assets of a North American competitor. Handled the due diligence review and assessment of treatment of post-closing liabilities, indemnification, and escrow. Assisted in the defense of the client against claims filed by third-party creditors based on the theory of successor liability following the bankruptcy of the seller.
• A European multinational company in a lateral acquisition opportunity in the Midwestern United States. Involved in the drafting of stock purchase and escrow agreements, review of third-party due diligence reports and strategic assessment of required seller disclosures and representations, and preparation of buyer schedules.
• A founder in the reacquisition of an international health supplement and fitness corporation from a private equity firm at a more than 75-percent discount from the initial sale price (at $50 million valuation) to a private equity firm. Structured a spinoff of target assets into an SPV, negotiated and drafted the membership interest purchase agreement and release of liens on target assets from private equity financing. Assisted in the drafting of an opinion letter and coordination of the closing process with several other parties and their representatives.
• Oral surgeons in the multi-million-dollar sale of a regional dental practice. Drafted separate purchase and sale agreements for clinical and non-clinical assets and prepared the disclosure schedules and inventory as required by the purchaser.

Select representations include:

• A telecommunications company in a $43 million mixed debt/equity private placement for funding to construct fiber optic lines from Jersey City to the southern portion of Manhattan. Advised and led the client through restructuring of its management team to facilitate financing as well as negotiated with and addressed dissident members. Drafted the offering memorandum and investment agreement in addition to coordinated due diligence and revisions to corporate governance documents.
• A hybrid real estate and capital investment start-up in a 506(c) private placement with a $15 million capital raise target. Initially assisted the client in the development of their business model to address application of banking and lending regulations to activities. Responsible for company incorporation, and preparation of documents and filings including the private placement memorandum, pro-forma disclosures, subscription agreements, investor questionnaires, shareholders agreement, company bylaws, real estate option/terminable future purchase agreement, and restricted stock and founder’s agreement for founder’s issuance.
• A real estate investment company in 506(b) and (c) private placements with initial targets of between $2 million and $7 million. Developed the initial client capital raise strategy and handled corporate due diligence and restructuring, incorporation of the holding company, and preparation of the private placement memorandum, financial disclosures, and shareholders and subscription agreements.
• A regional commercial real estate developer in securing $27 million in financing in a combined convertible debt and revolving credit facility.