Practice Areas & Industries: Carlton Fields, P.A.

Practice/Industry Group Overview

Carlton Fields advises businesses of every size in a wide variety of business transactions, including merger and acquisitions, securities offerings, secured and unsecured lending and financing, venture capital financing and other securities transactions.

We have advised clients on international business and finance transactions, labor & employment, in intellectual property issues, non-compete agreements, trade secret protection, due diligence assistance related to acquisitions and financing franchise licensing, distribution arrangements and corporate governance matters.

The firm's attorneys have extensive experience in many interrelated areas thereby permitting us to provide clients with a wide range of highly coordinated legal services.

REPRESENTATIVE MATTERS

• Corporate counsel to one of the largest food service beverage producers and private label beverage producers and its subsidiaries.
• Corporate and securities counsel to a manufacturer of automobile airbags.
• Corporate and securities counsel to a wholesale roofing and masonry distributor with operations in more than 12 states.
• Corporate and mergers and acquisitions counsel to a very large conglomerate in the home building, financing, coal mining, aluminum and petroleum businesses.
• Corporate finance and mergers and acquisitions counsel for a large privately held producer of sophisticated software systems.
• Corporate counsel for manufacturer of components for electric utility industry.
• Corporate counsel for industrial supply wholesaler.
• Corporate counsel for manufacturer of security closures for shopping malls.
• Acquisition counsel for buyout fund based in Connecticut.
• Corporate counsel for distributor of MRIs, CAT scanners and other heavy medical equipment.
• Corporate counsel for clients that own and operate numerous radiology diagnostic centers.
• Corporate counsel for the Health Sciences Center of a state university in Florida.
• Corporate counsel for large grower of ornamental plants and seedlings with operating facilities in Florida, California, Mexico and China.
• Corporate Counsel to a manufacturer of aircraft simulators and operator of simulation training centers for the military.
• Florida counsel to manufacturer of aircraft simulators and operator of simulation training centers for the military in acquisition (2001) - $80,000,000.00.
• Representation of clients in distributorship agreements in Brazil, Switzerland and the Netherlands.
• Corporate counsel to one of the largest veterinary critical care and oncology surgery clinics in the United States.
• Corporate counsel in $117,000,000.00 sale of National Hockey League hockey team franchise and sports entertainment arena (1998).
• Corporate counsel in coordination of all legal services regarding public and private financing ($156,000,000.00 in combined financing), development and construction and operation of sports entertainment arena (1995-1998).
• Corporate counsel in connection with temporary staffing company merger (October 1996) - $6,000,000.00.
• Corporate counsel in connection with sale of a tobacco and candy wholesaler (1997) - $80,000,000.00.
• Corporate counsel in connection with sale of hospitals in Brooksville, Florida (1998) - $85,000,000.00.
• Corporate counsel in connection with purchase by large utility corporation of a municipality's electric distribution (and portion of electric transmission system) (1993) - $55,000,000.00.
• Corporate counsel in connection with sale of assets to nation's leading provider of identification and credential verification services (1998) - $14,000,000.00.
• Corporate counsel in connection with sale of substantial citrus business (2000) - $32,000,000.00.
• Corporate counsel in temporary staffing company merger (1996) - $6,000,000.00.
• Corporate counsel in connection with temporary staffing company sale of common and convertible redeemable preferred shares to a venture capital fund) - warrants given and registration rights granted (1997) - $12,000,000.00.
• Corporate counsel in connection with temporary staffing company sale of Series A Convertible Redeemable Preferred Shares and Series B Redeemable Preferred Shares to a venture capital fund) (1998) - $3,500,000.00.
• Corporate counsel in connection with temporary staffing company purchase of shares - registration rights granted (1997) - $26,000,000.00.
• Corporate counsel in connection with temporary staffing company sale of senior subordinated notes and Series C Convertible Redeemable Preferred Shares to a venture capital fund -- warrants given and registration rights granted -- required complete restructuring of all series of preferred (1999) - $25,000,000.00.
• Corporate counsel in connection with temporary staffing company acquisition of the assets (1998) - $5,000,000.00.
• Corporate counsel in connection with sale of the assets of automobile dealership (January 2000) ¿ approximately $8,000,000.00.
• Corporate counsel in connection with sale of the assets of lumber company (January 2000) - approximately $10,000,000.00.
• Corporate counsel in connection with purchase of hospital in Tampa, Florida (1993) - $15,000,000.00.
• Corporate Counsel for a state university in Florida in connection with sale of psychiatric hospital to large metropolitan hospital. (1993).
• Corporate counsel in connection with co-ownership and "seasonal timeshare" of electric-generating facility between a Florida utility corporation and a Georgia utility company (1995).
• Corporate counsel for purchase of wholesale roofing business in Texas and three other states (1997) - $15,000,000.00.
• Corporate counsel for purchase of wholesale masonry tile business in Texas (1999) - $9,000,000.00.
• Corporate counsel in sale of VHF television station in greater Atlanta market (1995) - $10,000,000.00.
• Corporate counsel in acquisition of automobile dealership (1995) - $2,000,000.00.
• Corporate counsel in sale of automobile dealership (1999) - $3,000,000.00.
• Special bond counsel for an expressway authority (1994-1997) - $140,000,000.00.
• Corporate counsel in sale of companies in Florida and Colorado in business of designing and selling computer systems (1997) - $15,000,000.00.
• Corporate counsel in connection with sale of company engaged in manufacture of components for airline industry (1997) - $18,000,000.00.
• Corporate counsel for sale of company in Arizona and Nevada engaged in building trade business (1999) - $20,000,000.00.
• Corporate counsel in connection with purchase of manufacturer of aluminum components (2000).
• Corporate counsel in connection with purchase of co-ownership interest in nuclear power plant (1999).
• Corporate counsel in sale of distributor in Florida and portions of Georgia (1999) ¿ $6,500,000.00.
• Florida counsel representation in sale or purchase of various technology companies (1995-1999).
• Corporate counsel in sale of beer distributor (1999) - $12,500,000.00.
• Corporate counsel regarding $120,000,000 merger of national staffing company.
• Corporate counsel in $6,000,000 stock sale - one of the nation's largest minority-owned business forms distributors.
• Corporate counsel in representation of New York based bank as agent in a $70 million syndicated credit facility secured by land receivables and all other assets of the borrower.
• Corporate counsel in representation of Florida based cellular telephone company in a $500 million syndicated revolving credit facility.
• Corporate counsel in representation of institutional lender in a $100 million mortgage financing facility secured by hotel properties located in the state of Florida and outside of Florida.
• Corporate counsel in connection with work on $200 million acquisition of interests in regional shopping malls and also the financing of two major Ft. Lauderdale office buildings for national pension fund.
• Corporate counsel for an urban mixed-use project located in downtown West Palm Beach, 600,000+ s.f. retail, 10 major restaurants, 20-screen Muvico Cinema; 576 residential units in $365 million Phase I; in process with subsequent phases for 2 - 250,000 s.f. office buildings, 300 unit, 15-story condo tower and 49 additional 3-story townhouses. Total buildout estimated to be $575 million. Recently expanded to add a new, contiguous office site for 400-500,000 s.f. corporate headquarters office building.
• Corporate counsel for a two-phase $80+ million project recently commencing construction in Downtown West Palm Beach, Florida that will include 376 residential rental apartments in a 15-story tower and 76 luxury condominium units.
• Corporate counsel for development in Downtown West Palm Beach, Florida. 15 story residential project to contain 48 condominium units to be priced from $1.2 Million to $5 Million, located directly on the Intracoastal Waterway adjacent to the North Bridge.
• Special counsel, $175 million sale of stock in a mortgage investment corporation.
• Corporate counsel for a bank in a $90 Million loan secured by stock.
• Corporate counsel for a national restaurant chain in $60 Million sale of intellectual property rights, secured by $20 Million purchase money loan on nonrealty assets purchased by Buyer.
• Corporate counsel for Community Development Finance Group of a large national bank in connection with a $27.6 million acquisition and construction loan to a development company for 20-story, 199-unit condominium project that is part of Miami Mayor's Little Havana Home Ownership Zone initiative.
• Florida Counsel to lender in connection with the $100 million financing of a cogeneration facility in Lake County, Florida.

Domestic Corporate Experience:

• Representation of large company in the sale of an operating division of the company.
• Acquisition of the technology assets of an online home mortgage company.
• Advice to the UK investment arm of an insurance company regarding the U.S. aspects of a management buy out of a European company.
• Formation and representation of a NASDAQ listed infomercial and direct marketing company.
• Formation and representation of Hispanic-oriented internet financial services provider.
• Negotiation of television series and development agreement for Mexican production company.
• Acquisition of a division of a municipal waste treatment company for French chemical company.
• Acquisition of division of Florida based national distributor of auto wheels and accessories.
• Establishment of U.S. distribution subsidiary of major European auto parts manufacturing company.
• Acquisition of minority interest in Florida based tool distribution company.
• Negotiation of advertising and public relations contracts for U.S. and Latin American companies.

Miscellaneous Matters:

• Corporate Counsel to large bank regarding Warrants and Registration Rights Agreement issued by a public company in loan transactions (three different negotiations).Schedule 13G beneficial ownership reports prepared.
• Counsel to IPO Companies, providing detailed memorandum of reporting obligations required under securities law following a going public transaction.
• Prepare and develop Section 16 and Insider Trading Compliance Programs (include Rule 144 Compliance).
• Prepare Employee Stock Purchase Plans -- registered and unregistered.
• Prepare proxy and consent solicitation materials.
• Respond to issues concerning the resale of unregistered securities, including Rule 144 issues.
• Assist companies in takeover preparedness -- articles, bylaws, employment agreement, poison pills, etc.