--- url: 'https://www.fmjlaw.com/corporate-closings/' title: 'Corporate Closings!' author: name: Adam url: 'https://www.fmjlaw.com/author/adam-brownfmjlaw-com/' date: '2025-03-06T23:19:16+00:00' modified: '2025-05-02T16:47:49+00:00' type: post summary: Spring 2025 categories: - Media Mention - Newsroom tags: - closing - Corporate published: true --- # Corporate Closings! *Fafinski Mark & Johnson, P.A. finished strong in 2024, and we are off to a great start in 2025. Our Mergers & Acquisitions, Real Estate, Banking & Financial Institutions, and General Corporate & Business practice groups handled transactions in a variety of industries and fields, including manufacturing, aviation, engineering, sports and athletic organizations, automotive and equipment, transportation and logistics, tech, commercial real estate, and more. The following matters are just a few examples of some of the transactions FMJ worked on recently.* --- Represented the seller of the equity in a business to a foreign unsolicited buyer. This was a complicated transaction with rep and warranty insurance and a heavily negotiated earnout. The deal also included seller-owned real estate that was sold to the buyer (with complicated title issues), and employment agreements with the seller’s executive team. FMJ also filed a Hart Scott Rodino filing, which is required for antitrust compliance, as a part of this transaction. FMJ also handled and advised on all other aspects of the transaction itself, including negotiations, drafting and reviewing documentation, diligence, and closing. This deal was valued at approximately $115,000,000 USD. Represented a major auto and collision group in the sale of its numerous locations and business entities to another auto group. The transaction involved a sophisticated buyer that was backed by private equity and a large, national law firm. FMJ handled negotiations, drafting and responding to all transaction documents, diligence and other matters, and worked around the clock to coordinate and finalize the closing. This deal was unique because FMJ helped one of the shareholders negotiate a rollover equity investment, secured rep and warranty insurance, negotiated a lucrative earnout, and secured cost reimbursement to be opened at a new location. This transaction was made more difficult by a general/historical lack of documentation on behalf of the company and negotiating new leases for 14 locations, all while securing the existing mortgage lenders’ consent to the transaction (including the release of 14 corporate guarantees). The deal ended up valued at more than $75,000,000 USD. Represented the buyer of an eight-figure business in an entity purchase of a technology company that provides security through surveillance, cabling, and IT services. This was a sponsor-led transaction with a number of intricacies, such as a QSBS election, F Reorganization, and a great deal of tax work and very involved restructuring. The business also had numerous investors and a seller rollover. FMJ handled all aspects of this sponsor deal from negotiations through acquisition, and the firm also handled and resolved issues with real estate and lease questions, along with the union, pension, and other employment law questions. Represented a client in the acquisition of two parcels of real estate. The client purchased a vacant site for construction of a new manufacturing facility. During diligence, FMJ learned that the road to get to the site was not a public road, so our client ended up purchasing the (private) road to get to the new development site. The facility will be financed through a local municipal bond, with the support of a major, national bank. The acquisition of the land in particular required expeditious legal support when the client’s developer was unable to get the sellers of the property to closing. There were a number of other hurdles involved with this complicated transaction, and FMJ handled negotiations, drafted and responded to all transaction documents, performed diligence and other related tasks, and coordinated and finalized the closing. This transaction was one of the first steps in development, and FMJ is also assisting with financing and other items necessary to continue with development. Represented a life insurance agency in a merger with a large fraternal life insurer. This merger involved a number of complicating factors, including regulatory review and compliance. FMJ was able to utilize expertise from members of the Trusts & Estates, Insurance, Corporate & Business, and Real Estate Practice Groups to help move this deal across the finish line. FMJ advised the client on all aspects of the deal, including negotiations, drafting and reviewing transaction documents, diligence, and closing. The deal involved nearly $200,000,000 USD in assets alone. Represented a client in the acquisition of golf course and sports field maintenance equipment to sell through a network of distributors. This matter involved a number of complicating factors, including a relatively difficult lease and other real estate considerations, along with HR and employment law considerations. FMJ handled negotiations, drafting and finalizing all transaction documents, diligence, and closing operations. Represented a client in the sale of an entity that owned approximately 40 turf and equipment dealerships in the upper Midwest. The owners are aviation enthusiasts, and FMJ’s client owned interests (through other entities and trusts) in four different aircraft collectively worth approximately $35 million. Wanting to keep their aircraft (and associated financing and other liabilities) out of the company before closing on the transaction, FMJ spent three months working with our client’s in house and M&A counsel, our client’s lender, lender’s FAA counsel, and client’s in-house aviation department to remove (exclude) the aircraft ownership interests and associated liabilities (assets) from the sale (transaction). This involved at least 1,500 pages of documents, dozens of FAA filings, hundreds of emails, and a number of meetings. FMJ was able to handle the aviation related assets and help clear the way for the larger M&A transaction to proceed well before closing on the sale of the business. Represented an Entrepreneurship Through Acquisition (ETA) client in the acquisition of a California-based manufacturer of polyurethane processing equipment. This company has a technical service element and offers pre-manufacturing R&D, design, and engineering services to its customers. FMJ handled all aspects of the transaction, including negotiations, drafting, real estate issues (resulting in a very tenant-friendly arrangement for our client), and employment law elements. Represented a long-time textile manufacturer and advised on the orderly winddown and dissolution of all aspects of the business. This matter included unravelling and resolving all financial issues, HR and employment issues, facility and asset issues, and more. FMJ was able to call on expertise from multiple practice groups, including Corporate & Business and HR & Employment to see this dissolution through to conclusion. Represented the buyer in the acquisition of a paint, coatings, adhesive manufacturing, and stripping removal services business. FMJ handled all aspects of the transaction, including real estate considerations and employment law issues that arose. FMJ also advised on negotiations, drafted and reviewed transaction documents, conducted diligence, and coordinated closing. Represented a client in the acquisition of the assets of a company that provides signage and graphic planning, printing, fabrication, and installation. This was an ETA deal, and the client had a very difficult SBA loan approval process that FMJ was able to help them navigate. The firm also helped the client work through difficult real estate issues, including a landlord that was out-of-market and hard to deal with throughout. FMJ handled the negotiations, drafting, closing, and all other aspects of the transaction for the client. Represented a client in an asset sale of a business engaged in manufacturing, selling, and distributing wireless radar or ultrasonic tank scanning and monitoring equipment. The transaction involved a sophisticated buyer that was backed by private equity and a large, national law firm. FMJ handled all aspects of the transaction, including negotiations, drafting, intellectual property issues, and employment law elements. This was a unique transaction as FMJ helped the seller acquire the business within six months as a corporate spin off. Represented the buyer in an ETA deal. The client purchased a business specializing in urban planning, civil engineering, and surveying/mapping. This transaction involved a partial change of ownership under SBA financing. FMJ advised on drafting and negotiating of all transaction documentation, real estate issues, completion of due diligence, and coordinating closing. Represented an ETA buyer in the acquisition of a tech-enabled service company that develops and utilizes 3D visualization and 3D renderings for the real estate industry. FMJ assisted with all aspects of the deal, including diligence regarding the technical aspects of the business, drafting, negotiation, and closing. --- *At FMJ, we are grateful to work with our wide range of amazing clients, from individual entrepreneurs to large corporations, and everything in between. We appreciate the trust our clients put in us to help push their transactions across the finish line, and we are always happy to speak with potential new clients. So, please do not hesitate to reach out or send referrals our way.* **Thank you for your continued support!** [](https://www.addtoany.com/add_to/facebook?linkurl=https%3A%2F%2Fwww.fmjlaw.com%2Fcorporate-closings%2F&linkname=Corporate%20Closings%21)[](https://www.addtoany.com/add_to/twitter?linkurl=https%3A%2F%2Fwww.fmjlaw.com%2Fcorporate-closings%2F&linkname=Corporate%20Closings%21)[](https://www.addtoany.com/add_to/email?linkurl=https%3A%2F%2Fwww.fmjlaw.com%2Fcorporate-closings%2F&linkname=Corporate%20Closings%21)[](https://www.addtoany.com/add_to/linkedin?linkurl=https%3A%2F%2Fwww.fmjlaw.com%2Fcorporate-closings%2F&linkname=Corporate%20Closings%21)