we deliver creative and effective business solutions and counsel

Corporate

We are first and foremost a business law firm.  We regularly advise and assist our clients in executing their business, strategic, financing and transactional goals, whether in Florida, the Southeast or elsewhere in or outside the United States.

In the current climate of rapidly changing financial markets and economies, coupled with the complex weave of laws and rules addressing business, investment and transactional activities, business owners and managers can gain a clear competitive advantage by partnering with exceptional legal counsel.  Whether start-up or emerging business or Fortune 500 multi-national, clients rely on Berger Singerman’s Corporate & Securities team to assist with a wide range of corporate issues – from formation, financing and accessing capital, and growing their businesses by addressing owner, employment or intellectual property issues, to private and public securities offerings and joint ventures, mergers, acquisitions and sales.

We serve as a strategic partner to our clients, adding value though our proactive and creative approach, our focus on clear advice and practical solutions and our “no excuses” commitment to client service.  Many of our attorneys are recognized leaders in their practice areas, and leverage their expertise, strong contacts and relationships with top lawyers, financial intermediaries and other professionals, across the country and internationally, to ensure superior representation and results that consistently meet or exceed client expectations.

Key Service Areas

  • Business Entity Selection, Organization & Structuring
  • Borrowing, Lending & Credit Arrangements
  • Securities (Private and Public) & Capital Markets Transactions
  • Corporate Governance
  • Intellectual Property Protection
  • Executive Agreements, Compensation & Benefits
  • Joint Ventures & Strategic Alliances
  • Mergers & Acquisitions
  • Cross-Border Planning, Investments & Transactions
  • Distressed Situations & Corporate Restructuring

We represent clients in a broad range of industries, from consumer products, health care, life sciences, media and entertainment, technology and telecommunications to aviation, energy, financial services, restaurants and retail.  We bring to each engagement pertinent industry-specific experience and resources to enhance the value of our services.  By providing clear, integrated and client-focused advice along with cost-effective strategies, we help our clients leverage resources, minimize risk and achieve their goals.

Given our size, business-focus and collection of talent, we believe we offer a unique and superior alternative in the market for preeminent business and corporate legal services.  We are results-oriented, hands-on and efficient, and relentlessly dedicated to client service.  Although frequently pitted against much larger national and global law firms, we will not be out-matched or out-paced.  We have worked hard to implement and maintain a personnel and cost structure that allows us to staff corporate matters leanly, while still giving us the breadth and bandwidth to attack and execute large, complex and fast moving transactions on behalf of our clients.

Significant Engagements

  • Berger Singerman represented Seitlin Insurance (Seitlin & Company and Seitlin Benefits Corporation) in its sale to Marsh & McLennan Agency. Seitlin Insurance, prior to its acquisition, was South Florida's largest privately held insurance brokerage firm and one of the Top 100 insurance brokers in the United States.  Marsh & McLennan Agency is a wholly-owned subsidiary of Marsh & McLennan Companies, which is the world's largest insurance and consulting company.  As part of this transaction, Seitlin Insurance became the Florida platform agency for Marsh & McLennan Agency. Berger Singerman advised Seitlin Insurance throughout the (marketing, letter of intent, definitive agreement and signing and closing) entire purchase process.  Seitlin Insurance was assisted by Dowling Hales, one of the most active investment banking and financial advisory firms focused on the insurance industry.  Berger Singerman also advised Seitlin Insurance on various corporate and corporate governance issues and worked closely with the company's ESOP counsel on appropriate fiduciary aspects related to Seitlin’s ESOP minority shareholder.

 

  • Berger Singerman represented HearUSA, Inc., a publicly traded company and among the largest chain of retailers for hearing aid products in the United States, in connection with its successful asset sale in a Chapter 11 reorganization proceeding.  The representation, reorganization and asset sale were considerably complicated by the legal and bargaining advantages held by the Company’s largest supplier and principal secured creditor, Siemens Hearing Instruments.  Litigation against Siemens’ foreclosure of its secured positions and threats to liquidate the Company forced Berger Singerman to commence Chapter 11 proceedings, but Siemens retained a strong position in the bankruptcy not only because of its senior secured claims, but also because of its consent rights under supply agreements with the Company. The Berger Singerman team worked closely with investment bankers and constituents in the reorganization proceeding to develop an alternative, “stalking horse” bidder (William Demant Holdings from Denmark) to compete against Siemens to acquire the Company’s business, and also to provide $10 million of debtor-in-possession financing to allow the reorganization to proceed to a contested auction.  During and after the auction, the Berger Singerman transaction team worked closely with the bidders as the purchase offers were substantially modified and increased, until Siemens won the auction with a $130 million bid.  The auction results paid all creditor claims in full and even returned a substantial distribution to the public equity holders.

 

  • Berger Singerman represented Protective Products of America, Inc., a United States manufacturer of body armor and related products, with substantial sales to the United States military forces.  After negotiating agreements with an affiliate of Sun Capital Partners for a “stalking horse” asset purchase arrangement, and with the Company’s secured creditor for debtor-in-possession financing, the Company filed “pre-arranged” Chapter 11 reorganization proceedings seeking a “fast track” approval for the transaction.  Only a week after commencing the case, however, the Company’s Chief Executive Officer was arrested along with 21 other armament industry executives in an FBI “sting” operating during a Las Vegas convention.  Ultimately, the prosecutions led to hung juries and the Government dismissed the proceedings, but these events dramatically affected the Company’s reorganization.  In addition to potential issues of successor liability, the indictments and arrests threatened to disrupt the Company’s principal trading relationships (with the US Government).  The Berger Singerman transaction team worked closely with investment bankers, the proposed purchaser, and the secured lender and not only succeeded in keeping the proposed business sale on track (albeit, under modified terms), but also in attracting a competing purchaser to bid against the stalking horse at a contested auction.  During and after the auction, Berger Singerman worked closely with both bidders, and substantially increased the modified “stalking horse” bid. Ultimately, the Sun Capital affiliate prevailed in the auction, consummated the sale, allowing this business to emerge from the bankruptcy proceedings successfully.

 

  • Berger Singerman represented an IT services executive and his company in connection with proposed acquisition and/or joint venture transactions in the enterprise resource planning customer resource management and related IT infrastructure service business. The representation included arrangements in coordination with investment bankers to raise up to $35 million of equity and/or debt capital.  The Berger Singerman team represented the client in all aspects of the planning, negotiation, documentation and consummation of both the acquisition or joint venture transactions, and the capital raise transaction(s). Berger Singerman also assisted the client in connection with a joint venture with, or buy-out and/or recapitalization of, one of the largest regional Microsoft Dynamics enterprise resource planning channel partners in the U.S.

  • Berger Singerman represented a provider of computer network disaster relief, and data center services in the $16 million sale of its assets to an affiliate of a party that has acquired several data centers throughout the Southeastern United States.  The representation included complex negotiations with the counsel representing the buyer, and the separate counsel representing the two principals of the client.

  • Berger Singerman serves as corporate and finance counsel to the parent and operating subsidiary of one of the largest independently owned bedding manufacturers in the United States, with offices in Florida, Nevada, Arizona, Indiana, Pennsylvania and Texas. This representation has included, among other things, the negotiation, documentation and consummation of an amended and restated credit agreement with the client’s existing lender group,  and assistance in pursuing the potential sale of its business.

  • Berger Singerman represented one of the 50% indirect owners of an NHL Hockey team in connection with corporate structuring and assignment issues culminating in an adversarial proceeding before Commissioner Gary Bettman, the Commissioner of the NHL.Berger Singerman’s representation included principal responsibility for analysis of all matters regarding the proposed corporate structuring and assignment, including issues arising under the team owner’s limited liability company agreement, corporate governance of the Hockey Team, the NHL Constitution and the NHL Bylaws.  Berger Singerman also led the “deadlock” arbitration proceeding before the NHL Commissioner.  The engagement resolved by the sale of the team to a third party. 

  • Berger Singerman represented a Florida golf resort community in connection with the work out and restructuring of its defaulted $180 million secured debt with Merrill Lynch Capital.  The representation involved complicated structuring, negotiations and documentation to assure that the Company retained adequate capital for viable operations after satisfying the investment and other requirements for the loan restructuring.  Berger Singerman’s representation included preparing for bankruptcy reorganization if the restructuring failed, and analysis in negotiating the lender’s restructuring terms with bankruptcy overtones as the lender obtained protection against bankruptcy and other risks if the restructuring failed.  Ultimately, the restructuring succeeded and resulted in a substantial reduction in the principal amount of the loan, which was extended at a favorable interest rate.

  • Berger Singerman has represented a general aviation manufacturer’s Trust from its inception in 1995. The Trust serves to indemnify the manufacturer against and resolve claims arising from accidents involving the manufacturer’s substantial general aviation fleet in existing upon formation of the Trust. Berger Singerman’s representation includes the complex relationships among the Trust, the manufacturer and the manufacturer’s owners and lenders, including intercreditor agreements with the succession of lenders that have financed the manufacturer and a series of equity, loan, restructured and recomputed debt, and other arrangements with the manufacturer and the series of entities that have owned the equity in the manufacturer, including a recent transaction involving the sale of the manufacturer to foreign ownership.  Representing the Trust presents challenging and evolving issues in performing fiduciary, lending, and claims resolving responsibilities. 

  • Berger Singerman represented one of the world’s largest independent dealers of executive jet aircraft in connection with the work out and restructuring of its floor plan secured lending arrangements aggregating to more than $500 million. Each of the several floor plan loans were held by a distinct lender and secured by discrete pools of aircraft collateral. The engagement required analysis of each loan relationship to design, negotiate and implement a coordinated transaction structure that would resolve each of the loans within the same overall terms and structure, provide arrangements to determine, secure and pay any deficiencies from agreed minimum prices, all in compliance with complicated “most favored nations” provisions affecting certain of the loan work out agreements. The Berger Singerman team succeeded in concluding all of the work out arrangements within the tight timeline the lenders’ required, including the elimination of well more than $100 in secured and personally guaranteed debt.

  • Berger Singerman represented a Florida-based upscale furniture retailer with 24 locations in Florida, Texas, Arizona, North Carolina and Nevada in a complex dual-track process administered through a chapter 11 bankruptcy proceeding involving (i) the potential sale of the business and related assets as a going concern, or (ii) the liquidation of the business using national “going out of business” firms to facilitate the orderly sale of the Company’s tangible assets.   In addition, the engagement involved the negotiation and closing of debtor-in-possession financing of up to $25 million to fund the Company’s operations during the process. Berger Singerman ultimately represented the Company in successful auction for “going out of business” agency sale arrangements, which generated $101 million in total net proceeds for the benefit of the senior/DIP lender, two subordinated lenders, management group lenders and unsecured creditors. In addition, Berger Singerman administered a separate intellectual property auction and asset purchase sale of the Company’s intellectual property assets. Berger Singerman transaction attorneys led the negotiations and documentation for the Agency Agreement relating to the “going out of business” sales, the DIP financing, and the intellectual property sale.

  • Berger Singerman represents a prominent Miami-based public health and community service institution in connection with financing and corporate governance matters. We assisted the institution with board and management committee changes in furtherance of strategic planning initiatives. We served as lead counsel, collaborating with senior management and independent financial consultants, on a variety of mission-critical financing transactions and related matters, including carefully coordinated efforts relating to private donor capital support, governmental bond financing, letter of credit bond support, municipal grant qualifications, and working capital financing.

  • Berger Singerman represented a publicly traded company and the largest provider of per diem nurse staffing in the United States which operated out of more than 120 offices in 40 states, in connection with the sale of the Company’s assets and business (as a going concern) for approximately $120 million as part of a restructuring under chapter 11 of the Bankruptcy Code.   The Company operated without long term contracts with its thousands of employees and even more customers, which made the restructuring and sale processes extremely fragile.  The Berger Singerman team coordinated closely with the client to develop and implement timely, sensitive and effective communications to customers and employees, while negotiating and implementing complex agreements for the successful sale.

  • Berger Singerman represented a manufacturer and distributor of cosmetic products, in connection with five simultaneous and complex loan transactions for a total of $25 million for working capital line of credit and to build its new manufacturing headquarters and office complex in Palm Springs, Florida.  The transactions consisted of (i) a bifurcated $15 million construction loan from a Bank, (ii) a $4 million debenture issued by Florida Business Development Corporation used to fund a 504 loan guaranteed by the Small Business Administration to take out a portion of the Bank’s construction loan; (iii) a $6 million section 108 loan from Palm Beach County funded by HUD to refinance the property’s acquisition loan and pay soft construction costs; (iv) a $3.5 million asset-based revolving line of credit from the Bank, and (v) a $500,000 equipment term loan from the Bank.    The transactions required careful coordinated negotiations including the construction contract and all of the lending arrangements, addressing the priority of liens and other relationships among the lenders as well as the simultaneous satisfaction of funding and closing conditions for the multiple loans.

  • Berger Singerman represented a substantial unsecured creditor of an iconic Pittsburgh hotel in connection with a series of inter-related reorganization transactions that included (a) acquiring 100% of the equity in the entity owning the Hotel, (b) defeating the attempts of the Hotel’s senior lender, BlackRock, to obtain title to the Hotel by lifting the automatic bankruptcy stay and foreclosing, and (c) replacing the Hotel’s franchise with another premier franchise flag, and (d) ultimately restructuring the senior loan and other claims on favorable terms. Berger Singerman negotiated and implemented a diverse and integrated transaction structure that included (a) senior financing from a large private equity firm, under its $49.6 million loan to the hotel, (b) up to $11 million in junior mortgage financing from our client as Plan Proponent, (c) a new Hotel Management Agreement with the largest hotel franchisor in the world, and (d) $8 million of additional financing the new hotel franchisor provided, secured by the hotel’s equity.Berger Singerman attorneys commenced this engagement by structuring, negotiating and implementing (a) the acquisition of all the debtor’s equity for non-cash consideration, involving arrangements to prosecute a Plan of Reorganization for the Hotel and related $62 million in debt, including a subordination of our client’s claims to other unsecured claims upon successful consummation of the reorganization plan, and (b) the replacement of the hotel’s recently terminated franchise agreement with a new arrangement from one of the world’s largest hotel franchisors.  The team proceeded in structuring, negotiating and implementing arrangements among the hotel’s private equity senior lender, the new hotel’s new franchisor, the hotel’s general unsecured creditors and our client, providing for our client to retain 100% of the hotel equity while restructuring all debt and claims against the hotel, including substantial compromises in the amounts due to creditors with whom the hotel would no longer trade or deal.

  • Berger Singerman represented a private equity firm in connection with the acquisition one of the largest manufacturers of car wash equipment in North America (the “target”).  The transaction commenced with the acquisition of the target’s “fulcrum security”, in this case, its senior loan in default, continued with the acquisition of the target’s assets, and concluded with the refinancing of the business.   The negotiations for each of the first two transactions included the target’s junior lender, whose business position and asserted goals changed during the course of the transactions, considerably complicating this process. The representation also included detailed analysis of a possible reorganization in bankruptcy, although the team ultimately achieved the client’s objectives without a Chapter 11 filing. The transaction concluded with a recapitalization and refinancing of the business, including the issuance of a new class of preferred stock, placement of new senior and junior debt, and a new corporate structure with advantageous tax results for the client and the target.

  • Berger Singerman represented sellers in the transfer of a South Florida gaming location to a Las Vegas-based gaming concern.  The transaction included negotiations before Florida’s voters approved legislation to allow slot machine gaming at the facility, and the Berger Singerman team led the documentation of option and purchase arrangements calling for aggregate consideration in excess of $100 million.  After the successful result of that election and the enactment of enabling legislation to allow slot machine gaming at the facility, the parties restructured their purchase agreement into a stock sale, to address regulatory and licensing issues under the new legislation.  Just prior to the closing of the transaction, Florida’s appellate court issued rulings calling the election results into question. Despite that uncertainly, Berger Singerman succeeded in effecting a timely closing of the restructured transaction.  The transaction earned the Miami Daily Business Review’s Deal of the Year Award.

  • Berger Singerman represented a convenience store chain in $50 million tax-free merger and financing transactions involving half of the client’s convenience store locations and operations, an internal restructuring of equity ownership, and a public company acquisition vehicle.  The client operated more than 200 facilities, including approximately 100 full size convenience stores, most of which also sold gasoline products.  The transaction required that this full size convenience store business combine operations with a public corporation in a transaction including substantial bank debt and other financing.  The transaction also required complex management and other arrangements, so that the client’s remaining entity operating less than full size convenience stores could operate the public entity after the closing.  Part of the transaction’s proceeds of the transaction financed an ownership transfer, requiring all facets of the complex transaction to conclude at once.  The Berger Singerman team structured, negotiated and implemented the related transactions resulting in the successful retirement of the majority owner’s interest for cash and at no tax cost to the remaining owner or the company.

  • Berger Singerman represented a global services company in acquiring a publicly held property management business.   The transaction required non-pro rata pricing among the public entity shareholders, and complex deferred purchase price features.  Due to the public nature of the target, the transaction required public shareholder approval through a proxy statement cleared for use by the Securities and Exchange Commission. The non pro rata and other pricing features of the transaction substantially complicated the SEC clearance process.  Berger Singerman structured, negotiated and documented the transaction, responded to SEC comments on the proxy statement, obtained proxy clearance and consummated the transaction on a timely basis.

  • Berger Singerman represented the purchaser of a South Florida yacht club, perhaps the last major developable real estate parcel in Bal Harbour, Florida.  The Club was owned by its members, and party to significant litigation and other issues at the time of the transaction.  The representation required the Berger Singerman team to negotiate, document and close complex financing and related arrangements, and a tender offer for member interests in the Yacht Club.  The member interests were acquired pursuant to separate purchase agreement arrangements with each member, and related offering and disclosure documents.   Berger Singerman successfully and timely closed the financing and purchase transactions.

  • Berger Singerman represented a pharmacy and software company in a $40 million sale to a strategic buyer.  The pharmacy company had previously purchased an ancillary business by issuing a minority equity interest under arrangements disfavoring the client, and were in a highly adversary posture with those minority equity holders. Therefore, before the sale to the strategic buyer could commence in earnest, the Berger Singerman team had to negotiate and implement a transaction to redeem the minority investors under a transaction structure designed to conclude simultaneously with the entity sale to the strategic buyer, while preventing the minority investors from interfering with the sale process. The transaction also included complicated arrangements for the sale of certain executive’s personal good will, together with employment and earn out arrangements.  Berger Singerman successfully and timely closed both the minority buy out and the strategic sale agreements, under arrangements structured so that the client received the full benefit of the earn out when paid.