RC Law represented a portfolio company of a Spanish equity fund as purchaser, in the acquisition of common stock representing a 24% equity interest, on a fully diluted basis, through a capital contribution, in a Colorado based company in the business of developing biostimulants. The target had a complex venture capital structure, with several series of common and preferred stock and multiple shareholders. Our work included a thorough due diligence review, particularly on the capitalization structure.
 —

RC Law advised a best-selling rackets brand, which included the redemption of minority membership interests through the repurchase of minority interests by the majority member, which included drafting membership interest purchase agreements, assignments and amendments to LLC documents.
 —

RC Law represented a Spanish company providing services and solutions for the ophthalmology sector in the USA, as purchaser, in the acquisition of 100% of the membership interests in a Connecticut-based buying group. The client obtained leverage financing from a US financial institution. RC Law performed due diligence on the target and drafted and negotiated the membership interest purchase agreement and all other transaction documents, as well as the loan agreement, promissory notes, personal guarantees, etc. in connection with the unsecured loan facility.
 —

RC Law performed a buy-side due diligence of a US juice producer and holding company of two other Florida companies.
 —

RC Law represented Pacific Global Corporation, in connection with the formation of a three-member Delaware JV company, involving the drafting and negotiation of an Operating Agreement and complex inter-company agreements.
 —

RC Law advised a casting agency in connection with the formation of a JV company and the drafting and negotiation of an Operating Agreement, License Agreement and Management Agreement.
 —

RC Law advised a Spanish New Product Development company in connection with the equity swap of the equity interests of a Florida entity and a Spanish entity, through wholly owned companies.
 —

RC Law performed a sell-side due diligence of Sabater Spices North America, Inc. and BDS Natural Products, Inc., two spice producer companies located in Florida and California.
 —

RC Law advised a Spanish healthcare company, on the repurchase and redemption of Class B membership interests.
 —

RC Law advised a market-leading cement commodities trading company on the structuring of a joint venture between Spanish, French, and Singaporean shareholders.
 —

RC Law conducted vendor due diligence review of a leading multinational renewable energy company.
 —

RC Law represented a client, as seller, in the negotiation and drafting of the Purchase and Sale Agreement, Amendment and Restatement of the Operating Agreement, and other related transaction documents in connection with the client’s partial disinvestment in a Texas company.
 —

RC Law acted as international counsel to Spanish shareholders on a sale to a Canadian group.
 —

RC Law advised a client on multiple asset acquisitions of Amazon suppliers, prepared related Due Diligence Reports, and drafted subsequent documentation such as the Asset Purchase Agreements.
 —

RC Law represented a portfolio company of a Spanish private equity firm, on the acquisition of a minority interest in a Colorado biotech company.
 —

RC Law managed the corporate restructuring of a licensed sports equipment distributor based in Spain, which entailed the drafting of the Membership Interest Purchase Agreements, Assignments and Amendments to all LLC documents needed to eliminate minority membership interests through the purchase of minority interests by the majority member.
 —

RC Law advised client on multiple asset acquisitions of Amazon suppliers, prepared related Due Diligence Reports and drafted subsequent Asset Purchase Agreements, Bills of Sale, Intellectual Property Assignment Agreements, and Independent Contractor Agreements.
 —

RC Law acted as counsel on the preliminary form of the Transfer of Shares Agreement and Shareholders Agreement, along with other organizational documents for an Ecuadorian company amid a new ownership structure.
 —

RC Law represented a European buying group on the stock acquisition of a Connecticut-based buying group.
 —

RC LAW ADVISES ON THE SALE OF GREENVIEW HOTEL IN MIAMI BEACH, FLORIDA.

RC Law acted as counsel to Greenview Hotel LLC in its sale of the 45-key Greenview Hotel, a boutique hotel located in the Art Deco District of Miami Beach, Florida. The purchaser is an entity tied to investor Steven Oved.

For further information about this transaction see press release.
—

RC LAW ADVISES GRUPO AZVI OF SPAIN ON THE ACQUISITION OF TWO TEXAS INFRASTRUCTURE COMPANIES

RC Law has acted as buyer’s counsel for Azvi S.A.U. of Spain, on the acquisition of a combined 80% equity interest in two companies based in Texas, U.S.   The target companies are contractors in the transportation industry with the Texas Department of Transportation being one of their principal clients.  Spain’s COFIDES provided acquisition financing to Azvi.  Sellers’ counsel was Haynes & Boone, Houston’s office.

For further information about this transaction see press release.
—

RC LAW ADVISES ON THE SALE OF THE ICONIC STANDARD LIDO SPA HOTEL IN MIAMI BEACH, FLORIDA.

RC Law acted as counsel to Ferrado Lido LLC, an affiliate of Ferrado Properties, on the sale of the 100-room, beachfront hotel Standard Lido Spa in Miami Beach, Florida. The hotel with 83,978 square feet was first opened in 1953 and is one of the iconic hotels in South Beach. The purchaser is JAWS Estates Capital, the family office of Barry Sternlicht, the founder and former President of the Starwood Hotels and the current President and CEO of Starwood Capital Group and Starwood Property Trust. The transaction was structured as an asset deal. Purchaser’s counsel was advised by Denton’s Miami and Phoenix offices.

For further information about this transaction, see press release.
 —

RC LAW ACTS AS COUNSEL TO INICIA

RC Law acted as counsel for Inicia in connection with the acquisition of a majority interest in a fintech company. Counsel to the seller was Alvarez Diaz-Silveira. This transaction was discontinued.
 —

RC LAW ACTS AS COUNSEL TO LATIN AMERICAN GROUP

RC Law acted as counsel for a Latin American group in connection with the sale of stock of a holding company. Counsel to buyer was DLA Piper. This transaction was discontinued.
 —

RC LAW ACTS AS US COUNSEL TO CORPORACION FINANCIERA ALBA.

RC Law Acts as US counsel for Corporacion Financiera Alba in connection with the legal review of the US subsidiaries of Profand Fishing.  Pursuant to the agreement of the parties, Corporacion Financiera Alba invested €100,000,000 in Profand in exchange for 23.71% of its equity, through a combination of an equity purchase and an equity investment.  The client is an investment company which is listed in Spain.  Profand is Spanish fishing industry leader.  RC Law was engaged as US counsel by Ernst & Young Spain which led the transaction.

For further information about this transaction, see press release.
 —

RC LAW ADVISES ON THE SALE OF THE ICONIC LAGUNA RIVIERA RESORT IN LAGUNA BEACH, CALIFORNIA.

RC Law acted as seller’s counsel on the sale of the historic beachfront Laguna Riviera Beach Resort, located in Laguna Beach, California to Soul Community Planet hotel group.  The Laguna Riviera Beach Resort first opened in 1948 and it is the first acquisition in California of the Oregon-based hospitality group.  The transaction was structured as an asset deal.  The buyer was represented by Greenberg Traurig’s San Francisco office.

For further information about this transaction, see press release.
 —

RC LAW ADVISES SPRADLING INTERNATIONAL IN THE ACQUISITION OF CMI ENTERPRISES’ ASSETS.

RC Law advised Spradling International Inc., a leading supplier of vinyl products, in the acquisition of the business of CMI Enterprises through an asset transaction (including real estate assets), pursuant to a bidding process. Spradling, an Alabama-based company, is an affiliate of Colombian Proquinal Group and has four offices in the United States as well as in Germany, Spain, Ecuador and Venezuela. CMI Enterprises has manufacturing facilities in Indiana and in North Carolina. The Seller was counseled by Berger Singerman, Miami office. 

For further information about this transaction, see press release.
 —

RC LAW ADVISES SPANISH COMPANY GRIT ON THE ACQUISITION OF A MAJORITY INTEREST IN SUMMIT REFRIGERANTS OF TEXAS.

RC Law acted as U.S. buyer’s counsel in connection with the acquisition by Gases Research Innovation & Technology (GRIT), a Barcelona based company, of a majority interest in Summit Refrigerants LLC, a Texas based refrigerants gas company.  GRIT was supported by Moira Capital Partners, one of its principal investors.  PwC in Barcelona and Madrid acted as Spanish tax and corporate counsel and as US tax counsel.  Sellers were represented by Norton Rose Fulbright, out of its Houston office. The transaction was completed on March 7, 2021. 

For further information about this transaction, see press release.
 —

RC LAW ADVISED CECOP, AN INDEPENDENT OPTICAL ASSOCIATION IN CONNECTION WITH THE ACQUISITION OF THE ALLIANCE BUYING GROUP. 

RC Law advised CECOP in connection with the acquisition of The Alliance Buying Group of Chicago, Illinois from Surgery Partners, a U.S. listed company.  The acquisition involved an ABL transaction.  Counsel to seller was McDermott Will & Emery.  This was CECOP’s second acquisition in the United States, which was also advised by RC Law. The transaction was completed on December 31, 2020.

For further information about this transaction, see press release.
 —

RC LAW ADVISED CTL-TH PACKAGING (TUBOPLAST), A SUBSIDIARY OF CORPORACION JUAN CELAYA FROM VITORIA, SPAIN IN CONNECTION WITH THE SALE OF ITS NORTH CAROLINA SUBSIDIARY TO KCE.

RC Law advised Corporacion Juan Celaya (“CJC”) in connection with the sale of its U.S. manufacturing subsidiary (CTL Packaging USA Inc.), located in North Carolina, to Kaizaharra Corporacion Empresarial (KCE), a private equity group based in Bilbao, Spain. KCE had previously acquired the European operations of CJC and was successful in completing the acquisition of the U.S. operations following the attempts of two other bidders. The transaction was structured as a stock deal. Counsel to buyer was Cooley Godward. Womble Bond Dickinson was counsel to a previous bidder. The transaction was completed on September 7, 2020.

For further information about this transaction, see press release.
 —

RC LAW ADVISED CECOP, A SPANISH INDEPENDENT OPTICAL BUYING ASSOCIATION ON THE ACQUISITION OF COMBINE BUYING GROUP.

RC Law advised CECOP in connection with the acquisition of all equity interests of New York based Combine Buying Group Inc. from Emerging Vision, Inc.  Counsel to seller was Pepper Hamilton LLP. The transaction closed on March 31, 2020.

For further information about this transaction, see press release.
 —

RC LAW ADVISED THE SHAREHOLDERS OF U.S. BASED TPF SOFTWARE, INC. IN CONNECTION WITH THE SALE OF THEIR GLOBAL BUSINESS TO JUNIPER (AQUILA GROUP).

RC Law advised the sellers of North Carolina based company, TPF Software (“TSI”) to Juniper, an affiliate of the Aquila Software Group.  The TSI had subsidiaries in India, Ireland, Emirates and New Zealand.  The transaction was structured as a combination of several assets and equity deals.  Juniper was advised by its in-house counsel team.  The transaction was completed on January 31, 2020.

For further information about this transaction, see press release.
 —

RC LAW ADVISED THE LATIN AMERICAN MASTER FRANCHISOR OF  RENAISSANCE EXECUTIVE FORUMS, ACQUIRE ITS U.S. GLOBAL FRANCHISOR.

RC Law advised a Latin American master franchisor on the acquisition of the United States global franchise, Renaissance Executive Forums based in Denver, Colorado. The franchise brings together top executives from non-competing companies of similar size, into and advisory board process which helps leaders gain fresh ideas and new insight. The group is now present in 50 cities in 10 countries. The transaction involved a combination of an asset and a stock deal. The client was also advised by Rebaza Alcazar de las Casas of Peru. Seller’s counsel was California firm Turner Law APC. The transaction was completed on December 31, 2019.
 —

RC LAW ADVISED THE MINORITY SHAREHOLDER OF SEVERAL ADVERTISING/BRANDING COMPANIES IN THE UNITED STATES AND LATIN AMERICA IN HIS SALE TO WPP.

RC Law advised the CEO and 49% individual shareholder of a group of advertising companies with offices in the U.S., Mexico, Colombia and Spain in his sale to WPP, a world leading communications and advertising group. The transaction required local implementation in each jurisdiction and closed on December 29, 2019. Buyer was represented by Gilbert Davis of New York.
 —

RC LAW ADVISED ON THE SALE OF A COMBINED CONTROLLING INTEREST IN A TEXAS MEAT PRODUCER

RC Law represented several sellers on the sale of a combined 67% of the interests of Acornseekers LLC, a pig meat production company, headquartered in Flatonia, Texas. The purchaser was Incarlopsa, a Spanish leading meat products group, with revenues in excess of $700 million.  The transaction also involved the re-financing of Accornseekers’s debt with its members.  The transaction closed on December 26, 2018.  Baker & McKenzie in Madrid and Chicago represented Incarlopsa.

For further information about this transaction, see press release.
 —

RC LAW ACTED AS NEW YORK COUNSEL TO EXELTIS USA ON THE SALE OF ITS BRANDED DERMATOLOGY BUSINESS

RC Law acted as seller’s counsel in connection with the sale of the assets of the branded dermatology division of Exeltis USA Inc., which included several branded products.  Exeltis is ultimately owned by Insudpharma, a leading Spanish health care products company (both branded and unbranded) with revenues in excess of $1,4 billion.  Purchaser was Glenmark Therapeutics, Inc., USA, a US subsidiary of the Glenmark group, an Indian research-led global integrated pharmaceutical company.  Glenmark was advised by Norton Rose Fulbright, out of its New York and Washington DC offices. The transaction closed on November 6, 2018.

For further information about this transaction, see press release.
 —

RC LAW ACTED AS BUYER’S COUNSEL IN CONNECTION THE ACQUISITION OF SPANISH GROUP GLOBALLY

RC Law acted as U.S. and Spanish counsel of Newlink Group, a Miami based marketing, branding, corporate strategy and communication company, in its acquisition of a 60% interest in Globally Eventos y Comunicaciones, S.A., a P.R. and events organization group with offices in Madrid and Barcelona, Spain.  Globally is one of the top three P.R. companies in Spain by revenue (“Informe P.R. 2018”). The company will now operate under the name “Newlink Spain” and will become the lifestyle division of the Newlink Group, which already has a presence in Mexico, Dominican Republic, Peru and Argentina.  The transaction involved an equity contribution, the purchase of the interests of the minority shareholders of Globally and the dilution of its majority shareholders.  Globally’s shareholders were represented by Alemany Munoz de la Espada in Madrid, Spain. The transaction was closed in April of 2018.

For further information about this transaction, see press release.
 —

RC LAW ADVISED GRUPO JULIA IN CONNECTION WITH A JOINT VENTURE TO OPERATE THE SIGHTSEEING TOUR BUSINESS OF THE “CITY SIGHTSEEING” LICENSOR AND RELATED PARTIES.

RC Law advised Grupo Julia, a Spanish transportation and travel services group, to structure a joint venture through its wholly owned California subsidiary, Blue Bus Tours LLC, to operate the sightseeing business of the licensor of the “City Sightseeing” brand and related reseller partners in the San Francisco area.  The transaction involved the negotiation and execution of a series of complex license, resale and lease agreements with the licensor, former licensees and resellers operating the business.  The transaction closed in February of 2018.  Opposite counsel was Saretsky, Katz & Dranoff LLP, of New York.
 —

RC LAW ACTED AS SELLER’S COUNSEL IN THE SALE OF VARIOUS RESTAURANTS OF THE “NOVECENTO” FRANCHISE

RC Law acted for the shareholders of the Novecento Group in the U.S. in connection with the sale of their restaurants in the Brickell, Midtown and Aventura locations in Miami and the transfer of the “Novecento” brand for the U.S., Mexico and Colombia to the owners of the Suviche Restaurants group.  The transaction was structured as a purchase of the equity interests of several companies making up the Novecento Group in the United States.  The purchasers of the Brickell and Aventura locations were represented by Private Advising Group P.A. in Miami and the purchaser of the Midtown location was represented by Shutts & Bowen in Miami.  Argentine counsel for the Novecento Group owners (all Argentine nationals) was Cainzos, Fernandez & Premrou. The first transaction was closed in July of 2017 and the second one in March of 2018.

For further information about this transaction, see press release.
 —

RC LAW ADVISED GRUPO JULIA IN CONNECTION WITH THE SALE OF ITS 50% INTEREST IN A JOINT VENTURE TO ITS PARTNER.

RC Law advised Grupo Julia in connection with the sale of its 50% interest in Mr. Sightseeing LLC, a Washington DC based company.  The joint venture company was set up to provide sightseeing and other tour services in the DC area.  The transaction was triggered through the activation of a “shot gun” provision in the Operating Agreement of the company, on amicable terms.  The transaction closed in March of 2017.  Adverse counsel was Saretsky, Katz & Dranoff LLP, of New York.
 —

RC LAW ADVISED A SPANISH GROUP ON A DISTRESSED ACQUISITION OF THE ASSETS OF SKULLY HELMETS INC.

RC Law acted as U.S. counsel to a Spanish group operating in the motorcycle industry, in connection with the distressed purchase of the assets of Skully Helmets, Inc., a California based company.  The target was under the control of its lenders through several investment vehicles.  The transaction involved an asset purchase by a special purpose vehicle in consideration of the issuance to the sellers of stock of such company, aggregating 20% of its equity.   The transaction was completed in February of 2017.  Sellers’ counsel was represented by Greene, Radovsky, Maloney, Share and Henning LLP of San Francisco, California.