Halloran Sage attorneys have extensive experience representing businesses in mergers and acquisitions of all sizes and for a variety of industries. We handle all aspects of the purchase or sale of a business, regardless of whether it is a merger, asset, or stock transaction. We have a particular strength in mergers and acquisitions of closely held businesses and in advising these businesses about all aspects of liquidity events, succession planning and exit strategies. This includes buy-sell agreements, stock redemptions, ESOPs, insurance programs, family trusts partnerships and limited liability companies, recapitalization with debt, private equity or multiple classes of securities, and initial public offerings.

• Halloran Sage was engaged by a catalyst technology company to assist with equity financings and a contemplated corporate restructuring which would result in the client partnering with a Danish conglomerate to turn the client’s patents and technology into marketable products. The firm has assisted the client in the issuance of convertible debt to existing investors and is currently working on an equity financing that is intended to close simultaneously with the restructuring involving the Danish entity. HS was integrally involved with the drafting of a certificate of incorporation involving multiple classes of stock, and a shareholder’s agreement that addressed unique issues to facilitate the business combination.
• The firm serves as outside general counsel and corporate counsel to a wholesale insurance brokerage start-up with aggressive growth plans. Halloran Sage advised the client on the issuance of preferred equity, obtaining bridge and permanent financing, negotiating and implementing consulting agreements and employment agreements with key personnel (including employee incentive equity), and provided guidance on the renegotiation of terms with a key investor. The firm has also provided advice as the company has negotiated key contracts with insurers, upon which form the backbone of the business’s profitability. The firm has quickly established a rapport with the company and serves as a trusted advisor as the company continues to implement its business plan. Recently, the firm advised on a $2,000,000 equity investment from a new investor, facilitated the issuance of additional equity in connection with acquisitions, and handled corporate governance matters in connection with the establishment of a new debt facility.
• Halloran Sage represented a group of Connecticut entrepreneurs who own auto repair franchises in Texas and Arizona. The firm guided the group through 12 franchise acquisitions and associated debt and equity financings. Since the initial acquisition, HS has been a trusted advisor to the client through a general counsel engagement. The firm has provided restructuring advice to the company as its business has evolved, and we documented and closed a divestiture of one of the client’s franchises which provides it with rent relief and allows for focus on more profitable stores. We delivered a successful and timely outcome as the client achieved its restructuring goals and are positioned to provide ongoing assistance as the business evolves.
• The firm has served as outside general counsel to a Connecticut energy company as the company has expanded and served as M&A counsel in the company’s acquisition of a competitor. The firm previously represented the company in its formation as a joint venture between two separate energy companies and has continued to provide advice and counsel as the company has revised its bank financing arrangements and has acquired other smaller local contractors. Halloran Sage also assisted the company in establishing an equity incentive plan and implemented a comprehensive agreement with a key employee. The transaction involved a contribution of the competitor’s assets to the company in exchange for equity and involved the negotiation and documentation of included and excluded assets, due diligence analysis, and interface with tax and accounting advisors to ensure proper valuations. The firm has continued to serve as a trusted outside advisor as the company searches for additional M&A targets as part of its continuing growth plan.
• Halloran Sage represented an independent and closely held medical marijuana dispensary in a sale of the business to a national cannabis company based in Florida and traded on the Canadian Securities Exchange. The firm was involved in each stage of the transaction, expertly guiding the client from the letter of intent through the closing. The firm helped to navigate regulatory and licensure matters and due diligence, and formulated deposit and milestone triggers to ensure that the deal remained on track for a timely closing.
• The firm closed a $125 million dollar asset sale transaction for a privately held company that provides assisted reproductive technology and genetic analysis products and services. The company, which has worldwide operations, was sold to a publicly traded international medical device company with over 11,000 employees in over 100 countries. Halloran Sage guided the seller throughout the nearly yearlong process of negotiating the economic and legal terms of the transaction, managing extensive due diligence, and closing the sale transaction and managing the distribution of the sale proceeds among the company’s owners. Since the closing occurred, the firm has continued to represent the seller in post-closing matters relating to the transaction, such as escrow claims and releases and transition issues.
• We structured and closed an equity investment for the acquisition of an operating country club golf course in central Connecticut during the COVID-19 outbreaks in Connecticut. Our client was the principal source of equity capital and partnered with a PGA professional operator to complete the acquisition. Our role including the preparation and negotiation of all equity documents, including operating agreements, subscription and vesting agreements, non-compete agreements and related state and federal securities compliance matters. We also played a central role in the oversight of all due diligence investigations, including title and survey matters and food and beverage operational matters. Lastly, we negotiated the senior loan documents for the acquisition.
• We engaged in a seller-side representation for the sale of a manufacturing business in the aerospace supply chain. The company had previously engaged the firm for a prior sale attempt that floundered due to buyer issues with environmental matters. The initial stages of this new deal involved navigating the same difficult environmental issues, which initially threatened the deal just as it had the prior deal, but through extensive discussions and a creative structure the issues were overcome through an escrow and leasing mechanism. The HS M&A team drew upon the expertise of the firm’s environmental department to provide the client with expert advice and seamless integration into the deal team.
• We engaged in a buyer-side acquisition for an existing client in the waste management business, which involved addressing prior criminal misconduct by the seller in a manner that protected our client from liability. The firm engaged in an intensive due diligence review of the seller’s business and identified issues which justified a much larger escrow holdback than was typical, for use in payment of fines and restitution owed by the seller. Our expertise was also utilized to address regulatory questions and consumer protection rules which threatened post-closing customer retention. HS again assembled a multi-disciplinary team, including environmental and criminal attorneys, to provide the client with the broad range of expertise necessary to successfully close this complex transaction.
• We represented the seller of an aerospace manufacturer with plant locations in Connecticut and Florida. The transaction required navigating minority shareholder issues and ensuring satisfactory employment agreements for a variety of seller stakeholders. Unique issues concerning inventory, capital leases, and sales contracts were also addressed. The HS real estate team was brought into the deal team to advise on leasing matters (seller-affiliated entities retained the company’s real estate), and Florida counsel was utilized for real estate matters in that state. HS also integrated with the seller’s accountant to negotiate required working capital levels and excluded assets. The transaction was successfully closed on a tight timeframe, and HS was also tapped to negotiate a post-closing settlement agreement addressing various disputed matters.
• The firm represents a company that owns and administers residential sober living facilities for men in Fairfield County, with plans to expand to New York City. Halloran Sage has assisted the company in a variety of corporate matters, including shareholder redemptions and offerings of convertible notes and new equity to raise additional capital. The firm helped the company restructure its operating agreement and position itself for additional capital raises to fund a planned expansion of its operations. HS has assisted the company with the conversion of convertible notes and issuance of equity in connection with the conversion through a negotiated settlement, and also established an equity incentive plan for employees which was utilized in new employment arrangements for key contributors. In connection with the establishment of the incentive plan (which was structured as a profits interest), HS interfaced with the company’s accountant on valuation matters to ensure that the incentive equity was awarded in a manner that did not create adverse tax consequences to the equity recipient.
• HS was engaged by a third-generation family business in the cheese manufacturing and distribution business to prepare the entity for a contemplated sale to an Italian entity. HS worked with the client to remedy numerous corporate matters and share transfers (some of which went back 50 years or more) which had been thinly documented. We worked with multiple stakeholders to resolve these issues in a manner satisfactory to all involved and had begun to work with the buyer’s team before the onset of COVID-19 caused the buyer to pause the transaction.
• Halloran Sage was referred to a client in connection with a corporate governance and business succession plan. There was a founding shareholder and a younger shareholder who had invested in the company, but not documentation relative to their ongoing relationship, or an ultimate repurchase plan for the founders’ interests. We worked with both shareholders and completed the governance project, as well as completed the adoption of an equity incentive plan, and original awards thereunder. Having completed the structural reorganization and further incentive awards, we have now been engaged to serve as the corporation counsel in connection with a potential mergers & acquisitions transaction with a strategic competitor interested in acquiring the profitable corporation. Due diligence investigation by the potential buyer has begun and we are coordinating the delivery of all information.
• HS engaged in a buyer-side representation in the acquisition of a sign printing business. The scope of engagement included representation from the letter of intent stage through the post-closing adjustments and all aspects in between. The deal involved creating seller financing terms, unique earnout structure, and creation of a working capital adjustment mechanism that properly accounted for the transition of an ongoing high-volume business. The transaction involved detailed negotiations with opposing counsel and was closed on an expedited timeframe and met applicable deadlines.
• We were engaged by a juice bar company to execute a corporate restructuring to prepare it for an equity raise. HS and the company’s tax advisors devised a strategy to create a holding company to serve as parent to three existing entities with common ownership, and issue equity in the parent to the existing shareholders in exchange for their equity. Additionally, we advised as to the conversion of existing debt into equity, to position the restructured company to potentially obtain bank loans as part of its fundraising activities.
• The firm serves as general counsel to a Hartford-area insurance agency start-up. Halloran Sage has assisted the company in revising its governance documents in connection with a recapitalization, implementing written agreements with its founders and employees, and joining a regional insurance syndicate. The company had taken on investors in a prior transaction but wanted to restructure its governance and more formally document the compensation received by its members who were involved in the company’s management. They turned to Halloran Sage and we organized a meeting of the company and its investors to discuss the salient issues and come to an acceptable resolution. The firm then documented the parties’ agreements in a manner that positioned the company for future harmony and growth.
• Halloran Sage represented a craft beverage company in a $2.0 million equity round that closed in 2020, after previously representing the company in a $3.1 million equity financing and business acquisition in 2016 and a $2.0 million equity raise in 2018. The firm also serves as the company’s outside general counsel, handling the company’s equity incentive plan, intellectual property, corporate governance, and employment contracts, while also assisting with the company’s relationships with third party vendors. The Halloran Sage team has become a trusted advisor to the client, with our representation ongoing since guiding the client through a simultaneous closing of an equity financing and business acquisition in 2016. In addition to the new equity round, HS has advised the client with respect to employment and governance matters and the negotiation of a new employment agreement with its CEO.
• We engaged in a seller-side representation in an equity sale involving a printing business. The deal required negotiation of a purchase agreement, responses to due diligence requests, creation of disclosure schedules, negotiating earnout provisions and seller employment agreements, and facilitating a smooth closing. The firm’s environmental expertise was critical to ensuring a timely closing, as the client’s site involved contamination issues that threatened to upend the deal. The closing occurred on time and in a manner that achieved the seller’s goals.
• A professional entity is in a leadership transition from the generation of its Founders to the group of talented leaders that have emerged behind them. In the process, the entity has gone through a governance and ownership restructuring process that reorients control and future owners transitions in favor of scaled democratic majority decision making and financially realistic buy/sell planning balanced with the emergence of future “home grown” owners, all of which better secures long-term corporate stability and success. The matter has required creative structuring to allow for a reasonably parallel track for professionals and non-professionals to participate in the governance and financial success of the professional corporation and to accommodate the personality mix and culture of the group.
• HS engaged in a buyer-side representation in the acquisition of an information technology services business. The scope of engagement included representation from the letter of intent stage through the post-closing adjustments and all aspects in between. The deal involved evaluating due diligence, creating seller financing terms, seller employment terms and working capital adjustment mechanisms. The transaction involved detailed negotiations with opposing counsel and was closed on an expedited timeframe and met applicable deadlines.
• HS provided assistance to an architectural business exploring two acquisitions, first as it negotiated letters of intent with the two acquisition targets and then as it explored structuring options for each transaction. After the onset of COVID-19, the firm advised as to risks associated with proceeding in an uncertain environment and helped the client to decide the best course for it to take in connection with the possible business impacts of the virus.
• The firm has represented a start-up tech company as general counsel for more than nine years. The company controls valuable intellectual property in the micro communications and GPS location technology space. Halloran Sage has continued to represent the client in conducting multiple rounds of angel investing pursuant to Regulation D Rule 506 to finance the client’s efforts to monetize its IP. In 2018, the firm helped the company conclude a Regulation D offering. The offering had been complicated by the need to manage, in light of securities law disclosure requirements, the requirements of confidentiality agreements and litigation privileges associated with client-initiated infringement actions with respect to a licensing program that was launched in 2018.
• We handled the sale of real estate and assets associated with a bowling alley, and we represented the LLC which owned the real estate and the corporation which owned the assets. The owners of each entity were all related as descendants, but from different branches of the family. Communication and coordination were challenging, but the transaction allowed the descendants to “let go” of a part of their shared family history.
• We counseled a client who is a Limited Partner in a limited partnership with 40% minority interest. The limited partnership owns a substantial shopping center in Old Lyme, Connecticut. The Client, with 88 shareholders, wanted to sell its interest in the shopping center for a variety of reasons. We were engaged to structure the transaction in such a way as would result in the most positive tax consequences and enable the buyer to obtain all the shares in the Client. In addition to drafting and negotiating the Share Exchange Agreement, as the transaction required a Special Meeting of the Shareholders, we also drafted the necessary proxy and tender documents of the shareholder packages and coordinated all aspects of the transaction. The transaction and its timing are important because there is no likely buyer for the 40% LP interest, other than the buyer.
• We serve as general counsel to concrete producer/earthen materials affiliated companies doing > $40 million in annual sales across all areas of law, including financings, contracting, dispute resolution, acquisitions. The closing of a complex transaction included acquisition and financing of a vital parcel of real estate, related commercial leasing, and excavation agreements, including extremely complex title issues. The transaction was important because the companies needed to continue to expand to be able to effectively compete in the geographic market.
• We serve as general counsel to a multi-location catering corporation and, as such, handle each year a substantial number of contract and lease negotiations and closings, as well as financings and employment matters, and provide the President with ongoing business and corporate governance advice, working closely with the Company’s CPA as well.
• The firm represented the owners of a regional lawn care company in developing and implementing an exit strategy involving the strategic sale of the business to an industry player in an adjoining geographical area of the state. As is the case in many middle market transactions, the matter required the ability to explain and educate owners regarding applicable legal principles, risk management and planning techniques as much as it did obtaining a superior result.
• A modest sized high-end landscape architecture firm sought assistance in creating a new governance and ownership structure through a revised Operating Agreement designed to position its sole owner to expand the inner management and ownership circle to include two talented and loyal employees. The project involved using our expertise in this area to accommodate lessons learned by the existing sole owner in the course of previous transactions through which he acquired sole ownership.
• A client is the manufacturer of high-tech radiological equipment that performs pathological analysis of breast cancer cells. We assisted the client in preparing a draft Letter of Intent for the acquisition of the assets and ongoing research projects of a European affiliate of a multinational corporation specializing in optics and imaging products.