Keith Pinter’s three decades of experience in corporate transactions assures his clients that they will receive a comprehensive analysis of their business and financing challenges, and knowledgeable counsel on how best to overcome them.
Keith excels in negotiating and structuring complex business acquisitions, financing and corporate transactions for privately owned entities, with representative deals ranging in value from $5M to over $250M. He is distinguished by his facility for technical organization and for evaluating and managing the risks of litigation.
Keith’s practice focuses on commercial lending and financing; he represents both borrowers and lenders in a broad variety of loan transactions, including secured and unsecured corporate and real estate mortgage loans, term and revolving credit facilities, acquisitions and project financing. His specialty extends to loan participation agreements, subordination and intercreditor agreements, venture capital investments and troubled loan situations. It also includes roll up transactions and waterfall provisions, often with up to eight layers, plus the preparation and negotiation of purchase, non-compete, employment, earnout and transition service agreements; disclosure schedules; due diligence investigations; antitrust filings; and other legal aspects of acquisition transactions.
Companies depend on Keith for his deep experience in corporate matters such as commercial service and supply agreements, joint venture arrangements, corporate governance issues, distribution and sales representative relations, employment and consulting agreements, plus knowledge of the applicable federal, state and foreign securities laws. He represents diverse banking, construction and design-build clients around the globe, often in specialized industries like chemicals, mining and transportation. In addition to corporate acquisitions, he has negotiated sales of aircraft, boats and even railcars.
Some examples of recent transactions include:
- Representation of seller in sale of a privately-held technology company for a $100M cash consideration plus $25M of NASDAQ traded stock of the acquirer; documentation included publicly traded stock registration agreement.
- Representation of corporate purchaser in a $25M purchase of a manufacturing unit of General Motors Corporation in Saginaw, Michigan.
- Representation of corporate purchaser in a $400K acquisition of service business in Phoenix, Arizona.
- Representation of bank lenders in construction and development financing facilities secured by mortgages for a school facility in Chicago, a resort development in upstate New York, a pharmaceutical production facility on Long Island and a manufacturing plant in Mexico.
- Representation of bank lender in acquisition of $55M financing of coal reserves in West Virginia and $20M working capital facility.
- Representation of corporate borrowers in term loan and working capital facilities with banks and insurance companies.
- Negotiation on behalf of manufacturer of multi-year agreement to supply ABS braking systems to General Motors.
- Representation of service company in the terms of an equity investment by a hedge fund, including drafting and negotiation of LLC agreement governing capital investment, management, sale limitations and buyout provisions.
- Sales and donations of yachts and aircraft.
- Establishment of executive employee stock incentive programs for privately held companies.