OverviewJohn represents closely-held and middle-market companies in complex transactional and general corporate matters including entity formations, venture capital and private equity financings, mergers and acquisitions, reorganizations, divestitures, day-to-day commercial contracts, and corporate governance. John is also a licensed North Carolina CPA and frequently advises clients on accounting and tax-related issues that are prevalent across many corporate transactional matters. John focuses his practice primarily in the M&A arena, with particular emphasis on transactions in the technology, life sciences, and healthcare sectors. He also works closely with early and growth-stage companies throughout their business life cycles, advising on such matters as entity selection, founder agreements, venture financings and owner exits. Additionally, John also has experience in fund formation and frequently works with established corporate clients to provide fractional general counsel services.
John began his legal career in 2004 with a small Raleigh, NC based firm where he practiced primarily in the areas of trusts, estates, and closely-held business matters. He then joined North Carolina accounting firm Williams Overman Pierce, LLP, in 2006 where he specialized in tax returns for pass-through entities while earning his CPA license. In 2007, John returned to the practice of law, joining the Raleigh law firm of Jordan Price Wall Gray Jones & Carlton, PLLC, where he represented clients in corporate transactions, mergers and acquisitions, and general corporate matters, as well as focusing on trusts and estates work. Most recently, John was a member of North Carolina based Forrest Firm, P.C. where he handled corporate transactional, M&A, and start-up work up until Forrest Firm’s acquisition by Michael Best in 2022. Experience
- Represented a climate software company in a $90,000,000 stock sale to an affiliate of S&P Global.
- Represented the owner of an unmanned technology company with federal contracts in a $10,000,000 sale to a large healthcare information technology acquirer, which included an asset spin-out and a seller rollover equity interest in a jointly-owned venture with the acquirer.
- Represented the shareholders of a residential and commercial trash collection and recycling company in a $35,000,000 stock sale to Waste Industries. Served as lead attorney on the entire deal process and ensured clients received IRC §1202 capital gain exclusion on the sale of their stock.
- Represented the owner of a behavioral health clinic in an equity sale to a private equity fund in a platform acquisition for $4,250,000 aggregate consideration including cash, earn-out, and a junior preferred equity interest in the go-forward operating entity. Served as the sole attorney and structured the transaction to facilitate an IRC §351 tax-free exchange of rollover equity.
- Represented the shareholders of a landscape contracting company in a $7,500,000 stock sale to a competitor in a roll-up acquisition. Served as the sole attorney on the transaction and advised clients on the implications of electing to treat the transaction as an asset sale under IRC §336(e).
- Represented a pharmacy owner in the acquisition of the assets of twelve adult care facilities (real estate and operating businesses) for $25,000,000. Worked closely with commercial real estate co-counsel to draft transaction documents sensitive to both M&A and commercial real estate issues. Also created a complex entity structure to minimize liability exposure arising from operation of the care facilities.
- Represented an on-line golf accessories and apparel retailer in a $3,625,000 Series A-2 private equity financing. Drafted all transaction documents and offering materials, including offering summary, private placement memorandum, subscription agreements, consent resolution, and amended Delaware charter.
- Worked with co-counsel to represent a Silicon Valley-based venture capital fund in a $1,500,000 minority preferred equity stake in a government contracting entity. Negotiated and drafted an operating agreement that included minority member protections, call option, and liquidation preference.
- Represented a public utility (water and wastewater) and its affiliated entities in a reorganization involving sale of additional stock, partial redemption of an existing shareholder, conversion of an S-corporation subsidiary to an LLC and contribution of LLC interests to an affiliated entity. Assisted with structuring as a tax-free reorganization under IRC §368 and drafted Omnibus Written Consent and Plan of Recapitalization, Conversion, and Reorganization.
- Represented the founders of a healthcare startup in formation, $3,500,000 Series A financing, and implementation of a model to monetize proprietary intellectual property through practice management and license agreements with related and third-party functional medicine clinics. Handled all aspects of the capital raise and drafted Management Services Agreement and License Agreement.
- Represented the owners of a venture in the acquisition of the assets of a sub-prime automobile finance business for $4,400,000 in cash and assumption of approximately $15,000,000 in bank debt. Negotiated transaction documentation and worked with institutional lender on a re-documentation and assumption of seller’s existing credit facility.
- Represented one of two startup tele-health companies and worked in conjunction with large firm co-counsel in a complex business combination and reorganization resulting in a single purpose-built tele-health platform used by numerous healthcare organizations in the Triangle market.
Honors & Recognitions
- Legal Elite, Corporate Law: Category Winner, Business North Carolina Magazine, 2024
- Legal Elite, Business North Carolina Magazine, 2019 & 2021
Professional Activities
- Member, North Carolina Bar Association
- Member, North Carolina Association of Certified Public Accountants
|