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Nancy’s practice focuses in the area of mergers and acquisitions, including equity and asset acquisitions and dispositions, and in the formation and financing of joint ventures, including operating, construction, and financing agreements. Nancy has assisted a variety of issuers, including manufacturers, distributors, suppliers, joint venture partners and other service providers, as well as venture capital funds and financial institutions, in forming, developing, financing, acquiring and selling businesses, and her practice also includes representing the foregoing in private placements, reorganizations and recapitalizations. Her practice also includes general corporate matters and particular experience in the real estate and energy industries.
REPRESENTATIVE EXPERIENCE
Mergers and Acquisitions
Represented REIT in acquisition of 9 shopping centers for $756 million.
Represented manufacturer of beauty products in $200 million sale of parent’s stock and pre-closing $17 million purchase of intellectual property.
Represented subsidiary of a public company in extensive negotiation of a real property lease with a port authority to finance, construct and operate a $200 million marine container terminal.
Represented manufacturer of home organization systems in acquisition of 8 competitors. Drafted asset and equity purchase agreements with varying indemnities, purchase price adjustments, earnouts and escrows.
Finance
Represented banks funding purchaser’s $600 million acquisition of a National Football League football team. Negotiated security, pledge, intercreditor and capital contribution agreements to accommodate multi-level equity structure.
Represented bank in work-out of $66 million of accounts receivable double-sold to banks.
Represented manufacturer in negotiation of $22 million credit facility and related subordination, guaranty, pledge and security agreements and agreements for lender to invest as subordinated preferred stockholder.
Energy
Represented developer in sale of a project pipeline of over 500 MW of wind energy assets in development.
Represented wind energy developers in formation of a joint venture to purchase secured promissory notes from institutional lenders and acquire borrowers’ equity.
Represented buyer of 61.2 MW of wind energy assets in development (membership interest purchase).
Represented bidder in review of 18 entities owned by Enron Wind.
Represented developers in joint venture to construct, finance and operate a 23.1 MW wind farm.
Entertainment & Private Placements
Represented distributor of two $100+ million motion pictures.
Represented issuers and investors in recapitalizations to cash-out founders or create holding companies.
Represented companies, individuals, venture capital funds and institutional investors in private placements of various types of equity securities.
PROFESSIONAL / CIVIC AFFILIATIONS
Member:
State Bar of California
State Bar of Texas
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