Business Mergers and Acquisitions

1. Transactional Structuring & Due Diligence

• Deal Structuring & Negotiation: Counsel on asset vs. stock purchases, use of earnouts, seller financing, representations & warranties, indemnities, escrow, and closing adjustments.

• Due Diligence Management: Coordinate investigations into financials, contracts, litigation, compliance, intellectual property, regulatory and environmental risks.

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2. Financing & SBA Support

• SBA Loan Counsel (7(a), 504, Express): Guide clients through SBA-backed acquisition finance:

  • SBA 7(a): Common for business and real estate acquisitions—guaranteed up to $5 million.

  • SBA 504: Ideal for long-term financing of real estate, machinery, or equipment, often with low down‑payments.

  • SBA Express: Fast-track loans up to $350 k for working capital or smaller acquisitions.

• Structuring Advice: Advise on lender selection, term sheets, collateral, SBA eligibility, and closing documentation.

• SBA Compliance & Servicing: Assist both buyers and bankers with post-closing servicing, audits, and compliance—including loan structuring and portfolio issues.

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3. Regulatory Compliance & Contract Considerations

• Approvals & Licensing: Ensure compliance with state filings, Rhode Island & Massachusetts regulations, industry-specific licenses, and environmental matters.

• Contract Novation in Government Contract M&A: For businesses with federal contracts, provide legal services for contract novation, review of regulatory impacts, and transition planning.

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4. Closing & Post‑Transaction Support

• Document Preparation & Execution: Draft and negotiate purchase agreements, closing deliverables, escrow, and funding conditions.

• Post‑Closing Transition Counseling: Address operational handover, post-closing covenants, indemnity claims, and integration issues.

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5. Debt Resolution & Defaults

• SBA Loan Defaults & Restructuring: Guide clients through loan workouts, modifications, deferment, or alternative solutions in case of distress.

• Default Risk Management: Advise on handling defaults, personal guarantees, and interaction with the SBA or Treasury’s asset recovery process.

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6. Advising Lenders & Financial Institutions

• Lender Representation: Represent banks or non‑bank lenders in SBA loan closings under 7(a) and 504 programs—advising on documentation, compliance, and audit preparation.

• Portfolio & Regulatory Audits: Assist with SBA audit prep, policy drafting, and lender compliance reviews.

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SBA Programs in an M&A Context

• Capital Access via SBA Loans: SBA 7(a) and 504 loans provide flexible financing with reduced lender risk—critical for smoothing acquisitions.

• Streamlined & Preferred Lending Options: Programs like SBA Express (quick turnaround) and 504 via CDCs (often preferred lenders in New England) offer efficient paths for financing acquisition-related capital needs.

• Compliance & Servicing: Post-closing borrowers and lenders benefit from legal counsel in servicing, audits, workouts, and SBA regulatory requirements.

• Contracting Transition Support: For businesses in government contracting, SBA’s Mentor-Protégé, 8(a), and HUBZone programs may impact M&A planning—especially when regulatory eligibility or certifications must be preserved.

 

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