What a year 2020 was; we will all certainly remember it for years to come. At Martin LLP, we shifted to an all-remote platform that enabled us to seamlessly provide consistent high-level legal services to assist our clients. At the start of the year, none of us knew what a PPP loan was yet we quickly adopted, learned and have helped, and are continuing to help, clients obtain them. That is just one example of the new world and the new, previously unforeseen, issues the pandemic created. We truly appreciate the trust and confidence our clients have bestowed upon us and we wish good health to all.
 
We want to take this opportunity to highlight a few of the new representations and transactions for which we were fortunate to assist during 2020 and to update our clients and friends on some of the charitable and civic endeavors and other firm developments from the year. As we complete our 25th year of delivering top-notch legal services, we look forward to sharing many new experiences and to helping our clients, friends and colleagues with the challenges of 2021.
 
Highlights from Our Corporate Group

Our Corporate Group remained active during 2020, assisting current and new clients in numerous acquisitions, corporate governance matters and financings. Set forth below are some examples of matters on which we assisted clients.
 
General Corporate

  • Media Company Capital Raise. We represented a television news network in consummating a multi-million dollar Series B preferred stock offering, which followed on Martin LLP’s representation of the company in its prior successful Series A offering in 2019.

  • Sale of Company to Sponsor-backed Strategic Acquirer. We represented a leading manufacturer of motor and control solutions for military applications in its sale to a portfolio company of a large West Coast based private equity firm.
 
  • Sale of IT Managed Services Companies to Private Equity Firm. We represented two regional IT managed services companies in their respective sales to a middle-market private equity firm.
 
  • Sale of Software Company to Strategic Acquirer. We represented a leading provider of software solutions in the global mobility industry in its sale to a strategic acquirer.
 
  • Sale of Accounting Firm to Independent Sponsor and Family Office. We represented an accounting firm in the sale of its business to an “independent sponsor” and its family office equity investor.

  • Sale of Company to Sponsor-backed Strategic Acquirer. We represented a leading manufacturer of motor and control solutions for military applications in its sale to a portfolio company of a large West Coast based private equity firm.

  •  Public Company Carve-Out. We represented a global steel and mining company in its acquisition of a division of a US publicly traded company that manufactures drawn steel wire, cold‐rolled shapes, and aluminum products.

  • Solar Development Projects. We represented a renewable energy investment firm in connection with numerous acquisitions and proposed acquisitions of solar projects throughout the United States.

  •  AI Driven Technology Provider. We represented a provider of cross-enterprise artificial intelligence-based marketing solutions in a private placement of convertible promissory notes to existing and new institutional and individual investors, and a concurrent restructuring of the company’s debt and equity capital.

  • Qualified Opportunity Zones. We represented a number of investors, developers and operators in structuring and executing transactions under the 2018 Investing in Opportunity Act, including a real estate fund sponsor in structuring and funding development projects in Qualified Opportunity Zones in Minnesota and Texas, and an operating company, structured as a Qualified Opportunity Zone Business and its parent Qualified Opportunity Fund, that provide investment capital and advisory services to health insurers and others addressing social determinants of health and the needs of medically underserved populations. 
 
Banking & Debt Finance Transactions

  • Main Street Lending Program. Represented a national bank as administrative agent and senior secured term loan credit lender in separate transactions under the Main Street Lending Program totaling ~$130 million across seven (7) facilities, with proceeds used to refinance existing debt, fund working capital and/or finance acquisitions. Borrowers included ophthalmology-focused management services organizations as well as pharma services; commercial plumbing; emotional intelligence testing; diversity and inclusion training; and event center businesses. In most cases, a separate revolver was closed alongside the Main Street facility. 
 
  • Represented a national bank as administrative agent and first lien lender in the ~12.0 million first lien/second lien financing of a private equity-backed acquisition of a K–8 homeschool curriculum business.
 
  • Represented a national bank as first-out lender in the $17.9 million senior secured unitranche financing of a private equity-backed acquisition of a Michigan-based manufacturer of specially engineered enclosed workspaces (cleanrooms).
 
  • Represented a national bank as first-out lender in the $8.9 million senior secured unitranche financing of a private equity-backed acquisition of a Utah-based shipping logistics business.
 
  • Represented a national bank as administrative agent and first lien lender in the $15.5 million first lien/second lien financing of a private equity-backed acquisition of a Northeast-based commercial HVAC business.
 
  • Represented a national bank as first-out lender in the $9.5 million senior secured unitranche financing of a private equity-backed acquisition of a national pest control franchise.
 
  • Represented a national bank as first-out lender in the ~$22 million senior secured unitranche financing of a private equity-backed acquisition of a specialty tax incentives advisory business.
 
  • Represented a national bank as agent and first-out lender in the ~$9 million senior secured unitranche facility to fund the acquisition of a specialty steam and gas turbine parts manufacturer.
 
  • Represented a national bank as agent and lender in the funding of a $4.5 million senior secured term loan credit facility, proceeds to repay existing debt at a specialized healthcare education and patient engagement provider.
 
  • Restructuring. Advised clients in connection with a variety of amendments to existing credit facilities, negotiated reservation of rights letters and forbearance agreements, in some cases arising out of conditions stemming from the COVID-19 pandemic, and other restructuring matters.

Highlights from Our Litigation Group
 
2020 saw the Litigation Department adopting on the fly to conducting hearings, conferences, mediations and depositions remotely. Among the highlights were:
 
  • Completing a settlement of a fraud and breach of contract case in the U.S. District Court for the Southern District of New York arising from a failed Asset Purchase Agreement for Defendant equal to 0.16% of the claimed damages.

  • Completing a settlement for Plaintiff of a claim in the Connecticut Superior Court against the co-member of a closely held company for contribution arising from a bank foreclosure of more than 120% of the loss.

  • Continuing representation of a major insurance company in multi-million dollar coverage matters arising under representation and warranty insurance policies issued in connection with sophisticated corporate transactions.

Highlights from Our Real Estate Group
 
Martin LLP's Real Estate Group served as counsel on various multi-state transactions during 2020, representing a range of commercial clients in connection with closings, financings and leasing. Some of the clients we represented in transactions are: 
 
  • Various real estate holding companies as counsel or special counsel in connection with the acquisition and/or financing of commercial properties, including office buildings, shopping centers and industrial properties in Connecticut.

  • A Connecticut bank in connection with the modification of an existing financing facility on multi-tenanted commercial property in Connecticut.

  • A municipal golf authority in connection with its equipment leasing and leasing of the restaurant facilities of the golf course.

  • A real estate holding company in connection with the restructuring of its ownership of various commercial properties in New York.

  • A New York-based civil construction management firm with respect to building loan mortgage credit facility.
 
Pro Bono and Charitable Efforts 
 
Martin LLP attorneys and staff were proud to dedicate their time and energy in 2020 in the service of nonprofit and charitable organizations that provide valuable services in our communities. Our involvement included service on boards and committees, pro bono legal service and other volunteer efforts.
 
Nonprofits and charities included:

  • Building One Community, a Stamford based non-profit organization dedicated to advancing the successful integration of immigrants and their families and ensuring that they become thriving and contributing members of their local communities.

  • Community Capital, a nonprofit lender providing affordable loans and small business training to low- and moderate-income business owners and traditionally underrepresented entrepreneurs in New York and Connecticut.

  • Family Re-Entry, is a 501(c)(3) organization that provides community-based reentry support services to recently released inmates to reduce the likelihood that its clients will re-offend, be re-arrested or be re-incarcerated.

  • Hudson Valley Hispanic Bar Association, a newly established 501(c)(6) organization dedicated to developing and serving the interests of the Hispanic and Latinx communities in the Hudson Valley region in New York.

  • Kick It for Keith, a Stamford-based charitable organization dedicated to providing financial assistance for youth soccer athletes whose families lack the funds needed to participate in sports programs.

  • Laurel House, a nonprofit organization that provides resources and opportunities for people living with mental illness to lead fulfilling and productive lives in their communities throughout Fairfield County.

  • Lifting Up Westchester, a nonprofit organization that works to restore hope to Westchester County's men, women and children in need by providing food, shelter and support - 'lifting' them to greater self-sufficiency with dignity and respect.

  • My Team Triumph, an athletic ride along program created for children, teens, adults and veterans with disabilities who would normally be unable to experience endurance events, such as 5Ks, half marathons and triathlons, making inclusion for people with disabilities possible.

  • The Pro Bono Partnership, a nonprofit organization that mobilizes hundreds of attorneys from law firms and in-house corporate law departments to provide business and transactional legal services to nonprofit organizations that serve the disadvantaged or enhance the quality of life in neighborhoods in New York, New Jersey, and Connecticut.

  • Paint the Town Pink, a nonprofit whose mission is to raise awareness for breast cancer, educate individuals on the importance of regular exams and help raise funds for the Bennett Cancer Center at Stamford Hospital.

  • Partnership to End Human Trafficking, a Connecticut not-for-profit organization, leveraging social enterprise to end human trafficking, specifically targeting the sex trade by providing survivors with a path toward healing and independence through long-term residential recovery and employment.

  • Stamford Family YMCA, a nonprofit organization committed to programs that strengthen the spirit, mind and body, including after-school programs and camps as well as fitness, swimming and other activities and events for YMCA members and others.

  • The Stamford Museum & Nature Center, a nonprofit organization dedicated to the preservation and interpretation of art and popular culture, the natural and agricultural sciences, and history.

  • Women’s Mentoring Network, a nonprofit organization that provides career, educational and personal resources that lead to the economic empowerment of low-income women and their families.