Summary: Our M&A team successfully represented an electrical contractor and its shareholders in the sale to a publicly traded construction company. The complex transaction required extensive pre-closing reorganization, conversion from Virginia corporation to Delaware LLC, and sophisticated earn-out structuring.
The Challenge: Our client needed to execute the sale of a large electrical contractor with union labor to a sophisticated publicly traded construction company buyer. The transaction required comprehensive corporate restructuring, including orchestrating an F-Reorganization and converting from a Virginia corporation to a Delaware limited liability company structure. The deal demanded careful negotiation of earn-out provisions with complex operating covenants and calculation parameters, while ensuring seamless employment transitions for former shareholders and appropriate real estate arrangements.
Our Strategy: We served as seller's counsel throughout all phases of this multifaceted transaction, facilitating the complete pre-closing reorganization and corporate conversion process. Our approach involved comprehensive negotiation of the purchase agreement and all ancillary transaction documents, including crafting employment agreements for former shareholders with post-closing roles and structuring seller-affiliated real estate lease arrangements. We focused intensive attention on negotiating favorable earn-out terms, developing key operating covenants and precise calculation parameters that protected our client's interests in the post-closing period.
The Result: We successfully closed this $40 million transaction, delivering optimal outcomes for both the electrical contractor entity and its individual shareholders. Our comprehensive pre-closing reorganization created the optimal deal structure while the carefully negotiated earn-out provisions positioned our clients for additional value realization based on post-closing performance. The seamless employment transitions and real estate arrangements ensured operational continuity while protecting our clients' ongoing interests. The transaction demonstrates our ability to execute sophisticated sales involving complex corporate restructuring, earn-out arrangements, and multi-stakeholder coordination with publicly traded buyers.
