Mergers and Acquisitions

KTBS represents public and private emerging growth and middle-market companies in a broad range of industries and service sectors, as well as private equity funds and leading financial institutions.  Whatever the size of the transaction or the nature of the client’s business, our attorneys are valued advisors, assisting our clients in identifying and achieving critical objectives and, most importantly, getting the deal done.
 
KTBS provides experienced guidance to purchasers and sellers in all types of transactions, including:

• Mergers
• Asset sales and purchases
• Distressed asset transactions
• Stock sales and purchases
• Dispositions and spin-offs
• Leveraged buyouts
• Tender offers
• Joint ventures

Distressed Asset Transactions

With our national reputation in bankruptcy, KTBS advises companies and creditors by providing rapid and innovative solutions in distressed merger, acquisition and financial restructuring transactions both in and out of the judicial bankruptcy process.  Drawing upon the vast experience of our attorneys in both the corporate and bankruptcy practices, we are uniquely positioned to respond comprehensively to our clients with valuable insight into the needs of the financially distressed company.  KTBS attorneys also counsel financially healthy companies, aiding them in acquiring or investing in financially distressed assets as well as in implementing changes to their capital or corporate structures to enhance value.

Private Equity

KTBS advises clients in a broad range of private equity transactions, including negotiating and structuring acquisitions, leveraged buyouts and financing and exit transactions.  Our extensive experience in acquisition and financing transactions provides our private equity clients with a breadth of advice on any of their transactional needs.
 
KTBS attorneys represent private equity clients in a variety of matters, including:

• Structuring acquisitions, including stock and asset purchases, leveraged buyouts, and mezzanine financings
• Structuring and implementing exit strategies, including initial public offerings, leveraged recapitalizations and dispositions
• Providing corporate governance, securities regulation and financing advice and representation to private equity and portfolio companies
• Developing and implementing management equity incentive programs and compensation plans

Corporate Finance/Securities

KTBS assists clients in all aspects of their growth process and helps companies secure the funding they need to grow.  Our attorneys structure and negotiate financial transactions of all varieties for emerging growth and middle-market public and private companies and assist our clients in complying with Securities and Exchange Commission reporting and disclosure requirements.  KTBS attorneys also represent investment funds and financial institutions engaging in venture capital investments, mezzanine financing transactions and acquisitions and divestitures of portfolio companies.
 
KTBS attorneys have experience in the negotiation and structuring of a broad array of financing vehicles, including:

• Senior credit facilities
• Mezzanine and structured financings
• Debtor in possession and distressed company financings
• Venture capital financings
• Acquisition financings
• Recapitalizations
• IPOs and other public offerings
• Debt/equity swaps
• Exchange offers

Corporate Governance

KTBS provides corporate governance advice to private and publicly traded companies and guide our clients through the increasingly complex regulatory environment imposed by the Sarbanes-Oxley Act of 2002 and the stock exchanges.  In addition, we regularly update our clients on emerging best practices and closely monitor proposed changes announced by Congress, the Securities and Exchange Commission, the stock exchanges and independent policy institutions.  We assist our clients in developing appropriate governance and disclosure policies, taking into account the specific needs of their businesses and existing management and organizational structures.
 
KTBS’ corporate governance practice provides counseling and in-depth analysis in each of the following areas:

• Compliance with SEC, New York Stock Exchange and NASDAQ rules and regulations
• Disclosure requirements
• CEO/CFO certifications
• Board and committee composition and procedures
• Board oversight
• Development of committee charters, governance guidelines and codes of conduct
• Development of self-evaluation policies and procedures
• Director and officer fiduciary responsibilities
• Executive compensation