On October 1, 2014, the Rainbow Disposal Co., Inc. ESOP (the “Rainbow Disposal ESOP”) sold 100% of the outstanding shares of Rainbow Disposal Co., Inc. (Rainbow Disposal), a California corporation that provided trash and rubbish pickup, transport, and disposal services for residential, commercial, and income properties, to Republic Services, Inc. for approximately $50,000,000 (the “Transaction”).
Several participants in the Rainbow Disposal ESOP, including Antonio Hurtado, filed a class-action complaint on September 15, 2017, alleging that, among other ...
On August 28, 2015, the KPC Healthcare, Inc. ESOP (the “KPC ESOP”) purchased 100% (i.e., 10,000,000 shares) of the stock of KPC Healthcare Holdings, Inc., a California corporation (KPC Healthcare), from Dr. Kali Pradip Chaudhuri for $227,107,262 (the “Transaction”). The entire purchase price was financed by a $217,107,262 term loan agreement with KPC Healthcare and a $10,000,000 cash contribution from KPC Healthcare.
Danielle Gamino, a former employee of KPC Healthcare, filed a class action complaint on June 1, 2020, alleging that, among other things, (i) in approving ...
On December 17, 2015, the Triad Manufacturing, Inc. ESOP (the “Triad ESOP”) purchased 100% (i.e., 1.83 million shares) of the voting common stock of Triad Manufacturing, Inc. (Triad), a Missouri corporation that “engages in custom [shelving and] fixture manufacturing” for “retail stores with physical locations,” from the Selling Shareholders, including the Co-Presidents of Triad, David Caito, Robert Hardie, and Michael McCormick (collectively, the “Co-Presidents”), for $106.2 million, or $58.05 per share (the “Transaction”); the entire purchase ...
The unprecedented upheaval caused by COVID-19 has by now affected every aspect of individual, political, and commercial life. This certainly holds true for workers and their employment-based benefits. While new legislation and executive branch agency guidance has offered some relief, other existing benefits rules continue to apply. This article briefly overviews some of the recent benefits-related legislation and agency guidance and addresses the continued application of several rules that have not changed.
The CARES Act
On March 27, 2020, the President signed the ...
As you are probably aware, last week the U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was subsequently signed into law late on Friday, March 27, 2020.
On September 30, 2013, in accordance with a Master Agreement by and among Bradford Hammacher Group, Inc. (BHG), the Bradford Hammacher Group, Inc. ESOP (the “BHG ESOP”), the predecessor companies that became wholly-owned subsidiaries of BHG and that “develop, source, and market a wide variety of products[,] including gifts[,] . . . apparel, [and] electronics” (the “Predecessor Companies”), and the shareholders of the Predecessor Companies (the “Former Shareholders”), (i) the BHG ESOP was established; (ii) the BHG ESOP purchased 100% of the outstanding ...
On April 30, 2019, the Court granted Defendant Bankers Trust Company of South Dakota’s (Bankers Trust) motion for summary judgment filed in Innis ex rel. Telligen, Inc. Employee Stock Ownership Plan v. Bankers Trust Company of South Dakota, a Southern District of Iowa case that relates to the Telligen, Inc. ESOP’s (the “Telligen ESOP”) December 31, 2013 purchase of 100% of the outstanding shares of Telligen, Inc., an Iowa health management company, for $37.5 million.1 The Court stated that Ms. Innis signed a severance agreement upon her termination from Telligen, Inc. in ...
On May 28, 2014, the RVR Inc. ESOP (the “RVR ESOP”) purchased 100% of the shares of common stock of RVR Inc. d/b/a Cruise America (RVR), a Florida corporation with its principal place of business in Mesa, Arizona that, with its subsidiaries, “is engaged in the rental of custom-built ‘Class C’ recreational vehicles . . . and the sale of used rental RVs in the U.S. and Canada,” from RVR’s “principal officers and sole shareholders,” Randall Smalley (Smalley), Robert Smalley, Jr. (Smalley, Jr.), and Eric Bensen (Bensen), for $105 million (the “Transaction”).
The ...
In 2016, Choate Construction Company (Choate), a Georgia-based provider of “general contracting and construction management services,” retained CSG Partners to provide advice regarding the proposed sale of Choate to an ESOP; at that time, 100% of Choate’s stock was owned by the Selling Shareholders, including William Choate, who was Choate’s President. Around August 30, 2016, Choate’s Board of Directors engaged Argent Trust Company (Argent) and appointed Argent as Trustee of the to-be-formed ESOP. On December 9, 2016, Choate established the Choate Construction ...
In 2003, the Segerdahl Corporation ESOP (the “Segerdahl ESOP”) was established, and the Segerdahl ESOP purchased 100% of the outstanding shares of common stock of Segerdahl Corporation (Segerdahl), an Illinois-based direct mail printer that is the “largest company focused on medium and high-volume direct mail printing,” from Segerdahl’s other owners. On December 7, 2016, ICV Partners, an investment capital firm, purchased all of the shares of Segerdahl held by the Segerdahl ESOP for a quoted purchase price of $256 million (the “Purchase Transaction”).
Bruce ...
