John Cramer is a Partner in the Firm and a member of the Firm's Corporate & Securities Service Team. He concentrates his practice in the areas of purchase, sale and merger of business transactions, including a niche focus on employee stock ownership plans; securities and franchise law; business finance, including venture capital transactions; and general business law.
Representative Matters
· Multi-million dollar acquisition of prominent Kentucky highway construction contractor.
· Multi-million dollar management-led acquisition of regionally prominent Kentucky national bank via private placement of two-tiered common capital.
· Multi-million dollar sales of two divisions of prominent Kentucky highway construction contractor.
· Multi-million dollar acquisition of multi-unit franchise operation via Chapter 11 proceeding; later expansion via acquisition of second multi-unit franchise operation and unit by unit growth.
· Multi-million dollar leveraged management buyout of industrial products manufacturer.
· Multi-million dollar debt and equity recapitalization/workout for parent coal mining operation and its thirteen subsidiaries, involving prominent money center bank (NYC) and publicly-traded (NYSE) energy production company.
· Substantial follow-on private placement of convertible preferred stock to expand regional franchisor.
· Substantial secondary equity financing for startup manufacturer involving French institutional investor.
· Substantial secondary equity financing for startup developer of large recreational/resort property.
· Substantial acquisition of majority interest in regional office equipment supplier.
· Financing and sale of $1.5+ million restaurant operation.
· Several multi-million dollar real estate acquisition and development financing transactions for then nationally-ranked real estate development and management company (top ten in assets developed or managed).
· Supporting and lawyer roles in numerous estate planning projects involving both simple and complex techniques, including several multi-million dollar personal estates.
Publications
· Figuring out franchising, published in Louisville's Business First on March 16, 2012
· Exit planning for franchisees, published in Business Lexington on October 12, 2011
· Exit planning: the ESOP option, published in Business Lexington, July 22, 2011
· Selected securities law aspects of "the money hunt," published in Business Lexington on March 17, 2011
Professional Activities and Memberships
· Fayette, Kentucky and American Bar Associations
· Member, ESOP Association
· Member, National Center for Employee Ownership
· KBA Business Law Section
· ABA Sections, Forums and Committees:
- Business Law Section and Section Committees on Negotiated Acquisitions; Private Equity and Venture Capital; Federal Regulation of Securities; Middle Market and Small Business; Limited Liability Companies, Partnerships and Unincorporated Entities; Forum Committee on Franchising; and Taxation
- Intellectual Property Law Section
- Labor and Employment Law Section and Section Committee on Immigration Law - Employer/Management
- Real Property, Trust & Trust Law Section. Section Committees on Business Investment Entities, Partnerships, LLC's and Corporations; Qualified Plans; Estate and Gift Tax; and Economics and Technology of the Practice. Section Groups on Business Planning; Income and Transfer Tax Planning
- Health Law Section
- Section of Taxation
- The Center for Professional Responsibility
- Law Practice Management Section
Civic Involvement
· Member, Advisory Board, Midway College Business and Organizational Studies Division (2004-present)
· Episcopal Diocese of Lexington, Past Member - Investment Committee
· Good Shepherd Episcopal Day School, Past Chair of Board of Directors