RELEVANT CASES

Igor, Inc. – Series B Offering
Chris Sackett led BrownWinick’s team, which included, Cynthia Boyle Lande, in representing Igor in its Series B offering of Senior Convertible Preferred Stock. BrownWinick’s involvement included negotiation of offering terms with multiple lead investors, preparation of offering documents, amendments to Igor’s organizational documents, and preparation of employment and compensation agreements.  This transaction was challenging because it involved negotiating terms with multiple lead investors, as well pre-existing investors from several prior rounds, each with unique interests and priorities.

Trillium Farm Holdings, LLC – Consolidation
Chris Sackett led BrownWinick team, which included, Ashley Fuhrmeister, Allison Lindner and Katheryn Thorson, in representing Trillium Farm Holdings, LLC (“Trillium”) in its consolidation with Centrum Valley Farms, LLP (“Centrum”), whereby Versova Holdings, LLC (“Versova”) was created as a holding company for Trillium and Centrum, together with a third newly created subsidiary, Versova Management Company, LLC. The consolidation was effected through the exchange by Trillium’s members and Centrum’s partners of their equity interests for membership units of Versova.  BrownWinick’s representation included (a) preparation of securities disclosure documents and related unit exchange documentation, (b) structuring of securities matters relating to the exchange transaction, and (c) advising on the terms of Versova’s organizational/management, employment agreements, and other material agreements.

FunnelWise – Common Stock/Convertible Note Offering
Chris Sackett led BrownWinick’s team, which included Ashley Fuhrmeister, Allison Lindner and Thomas Johnson, in representing FunnelWise in its $7 million private placement offering of equity and convertible promissory notes. BrownWinick’s representation included preparation of a private placement memorandum and related subscription materials for the offering, counseling regarding securities matters, and negotiations with key investors.

C & L Companies and Affiliates – Stock and Asset Sale
Chris Sackett led BrownWinick’s team, which included Amy Johnson, John Hunter, Kelly Hamborg, Allison Lindner and Margaret Hibbs, in representing C&L and its shareholders in selling substantially all of C&L’s business assets and all of the outstanding stock and membership interests in eight subsidiaries and three affiliate companies to C&E Holding Company, a subsidiary of AEP Holdings, Inc.  C&L’s affiliate, Parkside International, LLC (“Parkside”), and four individual quotaholders sold all of the outstanding quotas in VP Italy, S.r.l to VP Italy Holdings, S.r.l, a subsidiary of Arrowhead Electrical Products (UK) Limited.

Lease Dynamics, LLC – Organization
Chris Sackett led BrownWinick’s team, which included Miranda Hughes, in representing Lease Dynamics, LLC in developing and leasing a chicken hatchery. This included the negotiation and preparation of a leasing arrangement and reviewing and documents related to a $7,500,000 debt financing arrangement. In addition, we assisted in organizing the business entity and provided general corporate advice. 

Represented leading manufacturer of tools and equipment in the buyout of founders through the series of related transactions including the purchase of separately owned real estate, the creation of an ESOP, the purchase of company stock by the ESOP, and negotiating new financing for the ESOP.

Represented a client in the acquisition of a manufacturer of specialty manufacturing tools, tool holders and related accessories, and the related relocation of the purchased business to our client’s primary facilities.

Represented a leading national provider of diversified behavior health services for people with behavioral, emotional or physical challenges in the acquisition of a residential treatment facility for girls. The transaction included the purchase of real estate and the transfer of licenses and governmental contracts in the highly regulated health care market.

Intercoast Capital Co. v. Wailuku River Hydroelectric Ltd. Partnership
2005 WL 290011 (S.D. Iowa 2005)
Breach of contract case involving a Credit Agreement and certain Letters of Credit for a hydroelectric facility located in Hawaii.

Walters v. Randall, Legacy Golf Associates
Story County, Iowa District Court
Represented shareholder of closely-held company in dispute with other shareholder