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Susan Jacobson's practice includes mergers and acquisitions, joint ventures, lending transactions and general corporate counseling.
Among the clients Sue represents in acquisition matters are leveraged buy-out funds, such as Norwest Equity Partners and Goldner Hawn Johnson & Morrison. This representation has resulted in Sue's involvement in all of the various aspects of LBOs. Since the complexity of these transactions often creates difficult structural and relationship issues, special attention is given to problem solving and developing creative solutions. Her experience in these transactions includes the following:
Creation of acquisition vehicle (corporation, limited liability company, limited liability partnership or limited partnership, depending upon needs of acquiring group)
Drafting and negotiating equity documents (including preferred stock provisions, special governance arrangements, option and warrant agreements)
Drafting and negotiating other inter-stakeholder relationship documents (including documents governing buy-sell arrangements, registration rights, co-sale and/or take-along rights)
Drafting and negotiating acquisition documents (whether acquisition is effected through purchase of stock or assets, or through consummation of a merger or statutory share exchange)
Coordinating participation by attorney, accountant and business experts (such as experts in tax, environmental, real estate, employee benefits, labor and litigation)
Negotiating loan documents for new company (including senior term and/or revolving loans and, if applicable, subordinated loans)
In addition to negotiating loans on behalf of the portfolio companies of her LBO-fund clients, Sue's experience in lending transactions includes general representation of both borrowers and lenders. She regularly represents companies in their negotiations with insurance company lenders, banks, mezzanine funds and asset-based lenders, and in connection with high yield financings. Sue also regularly represents mezzanine lenders such as Norwest Mezzanine Partners and Churchill Capital. She has extensive experience dealing with inter-creditor issues arising in complex loan transactions, and with "equity kickers" and co-investment matters.
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