W. Raymond Felton

Results may vary depending on your particular facts and legal circumstances.

• Representation of the sole shareholder and seller of a real estate title business to a major New Jersey-based real estate brokerage firm focused primarily on the residential market. The $3 million+ transaction involved the management of complex tax and earnout issues and were further complicated by personal issues involving the selling shareholder

• Representation of a corporation that was formed to generate “rollover equity” in the sale, several years prior, of a business owned by two shareholders. The transaction involved a second sale of the same business to a third party and was complicated by the fact that one of the former shareholders was taking rollover equity in the second sale transactions as well, which the other was not. The unusual dynamics of these combined $400 million transactions generated tax complications that we worked through in conjunction with the client’s accountants

• Representation of a bulk food dry ingredient supplier and processor with a number of New Jersey locations in the $15 million sale of its assets to a privately held investment firm. The transaction required the negotiation of several leases for the various locations with the buyer, and also included our negotiation of a complex earnout provision, as well as an F reorganization requiring sophisticated tax advice

• Representation of a mid-sized CPA firm in its merger with a larger accounting firm with offices throughout New Jersey. The transaction included our negotiation of insurance coverage, employment, equity partnership and real estate leasing issues between the parties involved in the merger

• Representation of the seller of a high-end distributor of meat products in the $100 million+ sale of its equity to a larger and more broad-based distributor of products to the restaurant and retail sectors. The transaction included our negotiation of a complex licensing agreement with the buyer to address the substantial value of the company’s trademarks

• Representation of an endoscopy practice in its $7.5 million acquisition by a major hospital
• Representation of a client in an $11 million transaction related to the purchase of three supermarkets in Essex County, NJ
• Representation of a division of a leading global packaging company in its $35 million acquisition of a recycling business in South Plainfield, NJ
• Representation of a sign manufacturing business in its $115 million acquisition by a private equity firm
• Representation of a manufacturer in the $75 million acquisition of a competitor with six business locations
• Representation of an industrial company in a $22 million acquisition
• Sale of a publicly traded company through an auction process
• Sale of a local distribution company in a $6 million transaction
• Sale of a medical device company to a subsidiary of Johnson & Johnson for $50+ million
• Representation of a consumer products company in the $75 million sale of its business to a private equity firm
• Sale of a dairy to Dean Foods in a $15 million transaction
• Representation of an Italian food distribution company in the $60 million sale of its business to Vistar Corporation
• Representation of a global industrial packaging firm in its acquisition of a major manufacturer and supplier of fiber drum technologies for the agricultural and chemical markets
• Sale of the assets of the leading producer of barware and wine-related accessories in a $69.5 million transaction
• Representation of a New Jersey-based commercial lender in a restructuring of financing through the New Jersey Economic Development Authority. Negotiations between the bank, the EDA and the IRS were complicated by the borrower’s breaching of certain requirements of the Internal Revenue Code relating to industrial revenue bonds
• Served as New Jersey counsel to an AmLaw 100 firm in its representation of a Top 10 national homebuilder in several public debt offerings valued at $200-350 million
• Served as New Jersey counsel to an AmLaw 100 firm in its representation of a construction materials New York Stock Exchange company in connection with its hostile takeover of another New York Stock Exchange company
• Served as New Jersey counsel to an AmLaw100 firm in connection with a $325 million bond offering registered with the Securities and Exchange Commission
• Representation of a number of gasoline station owners in connection with their respective purchases of approximately two dozen locations throughout New Jersey. Total value of transactions ranged from $25-40 million
• Representation of a regional cooperative in the retail restaurant industry with over 2000 franchise members in thirteen U.S. states, in connection with a merger with three other regional cooperatives. The resulting entity represents all U.S. distribution east of the Mississippi River
• Representation of a medical electronic billing company in its sale to a Texas-based medical products/services company for $22 million plus an earn-out
• Representation of a client in its acquisition of a specialty food distributor for $8 million