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Mezzanine Financing for Manufacturing Company in the Marine and Vehicle Industries

Representation of a privately-held manufacturing company in connection with the offer and sale to a group of investors of (i) 15% senior subordinated promissory notes in the aggregate principal amount of $12,000,000 and (ii) warrants to purchase approximately 30% of the outstanding units of membership interests of the company on a fully diluted basis after giving effect to the transaction. The senior subordinated promissory notes were subordinate in right of payment and security to a senior facility provided by a U.S. financial institution. The notes were secured by: (i) a second lien on, and security interest in, all of the assets of the company; and (ii) subject to the rights of the senior debt lender under its senior pledge agreement, the pledge of all the equity interests of the company's U.S. subsidiaries.

Simultaneous with the mezzanine financing, the company (1) amended its agreement with its senior debt lender; (2) transferred all of its assets and liabilities to a Delaware limited liability company; and (3) effected a reorganization of its corporate structure, including all of its U.S. and foreign subsidiaries.

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