R. Steven Reed

Mergers, Acquisitions and Dispositions

• Represented buyers and sellers in mergers, acquisitions, joint ventures and other transactions valued between $100,000 and $300 million in various industries, including healthcare, professional services, automotive, hospitality and "brick and mortar" industries
• Represented the owners of a retail business in a $200 million disposition of equity interests
• Represented a major agriculture operation in a $180 million disposition of real estate and related operations
• Represented a hospitality management company in the acquisition of multiple targets
• Represented a regional home healthcare provider in the acquisition of multiple targets
• Represented the owners of a testing systems company in a $26 million disposition of equity interests
• Represented the owners of a healthcare professional services company in a $26 million disposition of equity interests

Private Offerings/Securities

• Represented a real estate investment company in formation of several funds with assets under management ranging from $20 million to $100 million
• Represented a medical device company in a $12 million private placement of convertible debt and equity
• Represented a medical technology company (diagnostic device) in a $2 million private placement of equity (preferred stock)
• Represented a transportation logistics company in multiple offerings, including a down-round offering, totaling over $9 million
• Represented various companies in 701 offerings (restricted stock, stock option plans, profits interest plans, phantom equity agreements, etc.)
• Represented an angel investor group in connection with the formation of multiple sidecar funds, with total investment in excess of $10 million
• Represented a technology company in connection with a $4.6 million private offering
• Represented a small regional bank in connection with a $5 million private offering

Non-Profit

• Represented a community health organization in connection with the merger of two subsidiaries, restructuring of other corporate entities, and joint venture with local hospital
• Formed a non-profit food bank (including preparation and filing of tax exempt status form) and provided ongoing legal advice to the board of directors
• Formed a community outreach non-profit (including preparation and filing of tax exempt status form) and provided ongoing legal advice to the board of directors

General Corporate/Other Matters

• Served as outside counsel for medical device company, including assistance with employment related matters, securities litigation, licensing transactions, private placements, etc.
• Represented a major commercial real estate developer in connection with several equity repurchase transactions (drop and swap transactions)
• Represented major commercial real estate developer in connection with a $68 million refinance of large development
• Represented a large regional bank in connection with the negotiation and documentation of loan workout transactions
• Represented various entities and individuals in shareholders' agreements, operating agreements, buy-sell agreements, etc.
• Represented clients in the acquisition and disposition of real estate (perform title review, conduct due diligence, negotiate and draft purchase agreements, negotiate and draft amendments to CC&Rs, maintenance agreements, etc.)