2024 Highlights at a Glance

Highlights from Our Corporate Group

Our Corporate Group remained very active during 2024, assisting clients in numerous M&A, corporate and financing transactions. Below are some of the matters on which we assisted clients

Mergers & Acquisitions

• Represented a leading global air transportation design and engineering firm, in connection with a strategic investment from a private equity firm focused on the Defense & Government services sectors.

• Represented financial sponsor in connection with the acquisition of a leading commercial aviation maintenance, repair and overhaul business.

• Represented financial sponsor in connection with the sale of a supplier of precision components serving the aerospace, defense, space and semiconductor industries.

• Represented a private equity backed company in the acquisition of a laboratory equipment service and repair company.
• Represented a motorcycle helmet manufacturer in connection with the proposed acquisition of motorcycle accessories wholesaler.
• Represented private equity-backed company in for profit education industry with add-on acquisition.

• Represented clean energy investor in the sale of a photovoltaic power project located in Connecticut.

• Represented court reporting and litigation services company in its sale to a strategic acquirer.

• Represented commercial landscape management company in connection with the acquisition of a complementary landscape business in order to strengthen its market position and service capabilities.
• Represented orthodontist practitioner in connection with the acquisition of dental practices by the largest orthodontic-focused dental support organization and related employment and equity participation arrangements.

Equity & Growth Capital Financing

• Represented a restaurant group in a $15 million outside equity raise to further fund the development and construction of steakhouses.

• Represented professional sports performance technology company in an additional capital raise.

• Represented technology company operating in the food industry in additional convertible note financings.

• Represented the lead minority investor in a convertible debt investment in a payment solutions company specializing in the food industry.

• Represented investors in their equity investment in a Broadway theatre production.

• Represented the lead minority investor in a convertible debt investment in back-of-house restaurant solutions provider.

• Represented investor in further growth capital transactions involving a plant-based restaurant chain.

• Represented a restaurant group in securing additional licenses and leases to support the expansion of a celebrity-chef-backed pizza chain.

• Represented licensee in the negotiation of a lease and related governance and fund structure for the development of a multi-unit investment in a popular Latin food chain.

• Represented a restaurant group in the negotiation and development of an additional restaurant location, including structure and lease.

Banking & Debt Finance

• Represented a national bank as a lender in connection with a $105 million senior secured credit facility for a provider of remote wireless services.

• Represented a national bank as senior lender in connection with a $20 million revolving line of credit to a higher education provider.

• Represented a national bank in a $5 million revolving line of credit and $9.5 million term loan to a battery solutions provider to the construction industry.

• Represented a medical technology company as Connecticut local counsel in connection with add-on acquisitions in respect of a (€)40 million senior facilities agreement.

• Represented various lender and borrower clients in connection with add-on acquisitions, amendments to existing credit facilities, reservation of rights letters and forbearance agreements, and other restructuring and other matters under debt facilities.

• Represented a national bank as senior secured lender in connection with an $9 million senior/mezzanine financing to fund the sponsor acquisition of a Florida-based home health care business.

• Represented a national bank as senior secured lender in a $7.5 million credit facility consisting of a term loan facility to fund the acquisition of a Nevada-based commercial emergency power provider, a delayed draw facility to fund future acquisitions and a working capital revolver.

• Represented a specialty chemicals products business as borrower in a $110 million ABL financing to acquire US- and Canadian-based oil field services assets in a carve-out purchase from a Finnish seller. The facility included a revolver for working capital.

• Represented a national bank as senior lender in connection with a $4 million sponsor-backed financing to acquire certain Idaho-based addiction recovery centers. The facility included a revolving loan to fund working capital

• Represented a national bank in connection with a $3 million senior secured financing for the acquisition of certain podiatry practices based in Illinois and Florida. The facility included a revolving loan to fund working capital

• Represented a national bank as lender in connection with the amendment and restatement of a $5 million revolving credit facility for an educational services provider.

• Represented a national bank as senior lender in connection with amendments to the existing revolving line of credit and real estate term loan facility for the acquisition of new real estate properties and additional credit support from an international holding company to a government defense contractor.

General Corporate

• Represented US-based chemical company in connection with a joint venture with a German-based chemical company focused on the manufacture and supply of semiconductor applications.

• Provided a variety of corporate/commercial legal services to clients in a wide variety of industries, including for example: serving as lead counsel to a reinsurance-related software provider in connection with its customer licensing and master services agreements; advising a European technology device manufacturer in evaluating the applicability of U.S. state “right to repair” laws to the client’s business; and representing the founder of a worldwide innovative aviation vehicle development competition, including developing agreements with participants, sponsors, consultants, and others, website development and content matters, equity participation arrangements, and corporate entity structuring.

• Represented a restaurant company operating over 50 units, providing ongoing counsel on the sale of the company and other strategic opportunities.

• Advised a variety of license holders, service providers and investors in connection with start-up New York-based Cannabis businesses, including in connection with structuring, operating, and financing matters.

• Served as local counsel to several large borrowers and 144A note issuers, including providing local counsel legal opinions and other corporate services for the issuers’ subsidiary guarantors organized in Connecticut.

• Represented departing co-founder/COO of an AI-based software services firm in connection with terms of exit and ongoing relationship with the business.

• Assisted numerous clients with compliance analysis and filings under the federal Corporate Transparency Act.

• Assisted a Qualified Opportunity Fund with matters related to the organization of new QOF and related entities to acquire shipyard for future use as manufacturer of submarine components for the U.S. Navy.

• Acted as General Counsel for a golf course operating authority in connection with various matters.

Highlights from Our Litigation Group

The Martin LLP Litigation Department had an extremely productive and successful 2024. Our work spanned numerous industries and areas of law in court, arbitration rooms and other alternative dispute forums. We continue to vigorously represent clients to pursue claims, to defend against claims, and, most importantly, to make sure clients understand their rights.

• One highlight of the year that stands out involved a dispute about the parties’ respective rights under a real estate purchase agreement for a deal that was not consummated. What made the engagement noteworthy was not the prestige of the property or the dollar value of the controversy but instead it was the fact that the adverse party immediately reversed course and backed down from dug-in positions because, she later conceded, she learned that we had been engaged and her lawyer’s research revealed our prior success to a level that convinced her that fighting us would ultimately prove to be a futile exercise.

• Another interesting 2024 matter for our Litigation Department involved a client facing a claim of liability under the federal securities laws. Section 16(b) of the Securities Exchange Act of 1934 imposes a strict liability that requires corporate insiders to disgorge any short-swing profits earned from the purchase and sale (or sale and purchase) of stock within six months as a way to reduce the risk of insiders trading on insider information. The exceptions to the rule are limited but we successfully assisted a client to oppose a motion for summary judgment in the U.S. District Court on the grounds of the applicability of an exception and avoid having to disgorge what was claimed to be an over $1.5 million profit.

• We scored a significant victory after trial in the Connecticut Superior Court establishing the existence of a fraudulent conveyance of real property. The case arose in the context of the making of a new commercial lease arrangement in Greenwich, Connecticut. Just before the deal documents were signed by the tenant and the personal guarantor of tenant’s obligations, the guarantor transferred his ownership interest in his residence to his wife. The Court found on the basis of the cross-examination that the testimony of both the defendant guarantor and his transaction attorney were not credible and that they had schemed to commit actual fraud on the landlord.

Highlights from Our Real Estate Group

Martin LLP’s Real Estate practice served as counsel on various multi-state transactions during 2024, representing a range of commercial clients in closings, financings and leasing. Some of the clients we represented in transactions are:

• Represented a major money center bank in connection with a $12 million mortgage loan secured with multiple real estate parcels located in two states and a $20 million mortgage loan secured by multiple real estate parcels located in Connecticut.

• Represented a family office in connection with various matters, including the making of mortgage loans and leasing.

• Represented various commercial landlords and tenants in connection with lease matters in New York and Connecticut.

• Represented a commercial real estate client in connection with the sale of three parcels of industrial real estate in New York for $12.3 million.

• Represented a commercial real estate client as special local counsel in connection with a $7.8 million mortgage loan refinancing secured by commercial office real estate located in Connecticut.

M&A to Z Podcast Series

In 2024, we launched our M&A to Z Exit Planning podcast where our seasoned attorneys break down the exit planning and business sale process for middle market companies and their founders, other owners, executives, and advisors. Here are some of our recent episodes:

• Welcome to the Exit Planning Process 

• Break Down of the Buyers Due Diligence Process

• Management and Employment Issues in M&A Process

• Earn Outs and Rollover Equity

• Litigation and the Exit Planning Process

Highlights from our Pro Bono & Charitable Efforts

Martin LLP attorneys and staff are proud to dedicate their time and energy in the service of nonprofit and charitable organizations that provide valuable services in our communities. Our involvement includes service on the following boards and committees, pro bono legal service and other volunteer efforts:

• Building One Community, a Stamford based non-profit organization dedicated to advancing the successful integration of immigrants and their families and ensuring that they become thriving and contributing members of their local communities.

• Laurel House, a nonprofit organization that provides resources and opportunities for people living with mental illness to lead fulfilling and productive lives in their communities throughout Fairfield County.

• My Team Triumph, an athletic ride along program created for children, teens, adults and veterans with disabilities who would normally be unable to experience endurance events, such as 5Ks, half marathons and triathlons, making inclusion for people with disabilities possible.

• The Pro Bono Partnership, a nonprofit organization that mobilizes hundreds of attorneys from law firms and in-house corporate law departments to provide business and transactional legal services to nonprofit organizations that serve the disadvantaged or enhance the quality of life in neighborhoods in New York, New Jersey, and Connecticut.

• Stamford Family YMCA, a nonprofit organization committed to programs that strengthen the spirit, mind and body, including after-school programs and camps as well as fitness, swimming and other activities and events for YMCA members and others.

• The Stamford Museum & Nature Center, a nonprofit organization dedicated to the preservation and interpretation of art and popular culture, the natural and agricultural sciences, and history.

• Riverkeeper, which protects and restores the Hudson River and safeguards drinking water supplies through advocacy rooted in community partnerships, science and law.

• Stamford Public Education Foundation, a nonprofit dedicated to fostering relationships within the school district, corporate community, and city of Stamford to support and strengthen the public education system with funding, programming, and volunteers.

• Women’s Mentoring Network, a nonprofit organization that provides career, educational and personal resources that lead to the economic empowerment of low-income women and their families.