Private Equity

Burr & Forman’s private equity team advises clients throughout the country – both private equity funds investing in companies and companies seeking capital.

We typically focus on M&A work for middle market companies and growth equity, with deal size ranging from $5 million to $200 million. Our team is industry agnostic but has particular depth of experience in private equity deals in the food and beverage, health care (including physician practices and dental/orthodontic providers), retail, fitness/athletic clubs, technology, industrials, travel and leisure, and manufacturing sectors.

Portfolio Investments

Our attorneys are involved in all phases of the investment cycle, including portfolio acquisitions, add-on acquisitions, recapitalizations, and exit transactions. Whether on the buy or sale side of a transaction, our experience ensures our clients receive the strategic, financial, and regulatory guidance they need to get the deal closed.

Lending and Equity Co-Investments

We represent private credit lenders in making senior and junior lien secured loans to middle market borrowers (both private equity-sponsored and non-sponsored) for business acquisition financing, recapitalizations, capital improvements and working capital purposes.  Most of these private credit loan facilities also include debt and non-debt equity warrants and/or equity co-investments by our clients. Our experience covers the entire life cycle for these financings, including initial closings, restructurings, workouts, secured party sales, foreclosures, receiverships and bankruptcy representations.

LBOs/MBOs/Recapitalization Transactions

We represent private equity funds, management groups, and other investors in various leveraged buy-outs, management buy-outs, management buy-ins, and recapitalization transactions.

Food & Beverage

• Represented a private equity firm acquiring a fast, casual wing restaurant franchisee.
• Represented a private equity firm in acquiring a franchisor of a fast, casual taco restaurant.
• Represented a private equity firm investing in a breakfast and brunch restaurant in 10 states across the U.S.
• Represented private equity firm in acquiring a fast-casual franchisor specializing in chicken salad preparations served by the scoop, sandwich, or bowl and operating in 16 states.
• Represented a private equity firm in its investment in a Phoenix-based hospitality group to support the growth of one of the group’s restaurant brands.
• Represented Canada-based privately held frozen fruit business in asset acquisition of frozen fruit operations in the U.S. and Mexico from a publicly traded company.
• Represented private equity in the purchase of multiple breakfast restaurant franchise stores from the major franchisees.
• Represented entrepreneurs and investor groups in the sale of organic, all-natural Greek yogurt snack business.
• Served as special franchise counsel to the largest minority-owned franchisee in the regional fast-casual fried chicken chain in its acquisition of 18 quick service restaurants in North Carolina and Georgia.
• Served as special franchise counsel to a multinational investment bank and financial services company in the acquisition of a leading quick-service restaurant franchisor specializing in chicken fingers, which has over 900 locations in the United States. Our team conducted full franchise diligence with the brand and worked closely with the multinational investment bank and financial services company in that process.

Travel and Leisure

• Represented a forestry, golf, and sports turf and tractor dealership in acquiring a competing equipment dealership.
• Represented entrepreneurs of Orlando-based luxury RV coaches in the sale of the business to private equity.

Health Care

• Represented an Alabama-based medical case management services provider in its sale to a private equity investment firm.
• Represented four orthopedic, joint, and sports medicine centers in their individual sales to a full-service integrated orthopedic care platform.
• Represented two Alabama health care clinics in their individual sales to a large urgent care clinic.
• Represented an Alabama OB/GYN in its sale to a leading women’s health system.
• Represented an Alabama comprehensive urgent care in its sale to a private equity firm.
• Represented a large heart hospital in Tampa, Florida in its sale to the most comprehensive cardiovascular platform in the country.
• Represented a large otolaryngology clinic in Orlando, FL in its sale to a private equity firm.

Fitness/Athletic Clubs

• Represented a private equity firm, along with its portfolio company, on acquiring the leading franchisee of fitness studios specializing in science-backed group fitness classes.
• Represented a portfolio company of a private equity firm in acquiring various franchises of a fitness studio specializing in science-backed group fitness classes.
• Represented a private equity firm investing in a one-stop telehealth service for men’s care and wellness.
• Represented a private equity firm in acquiring a leading franchisee and area representative of fitness studios that operates 12 studios and oversees an additional eight in Houston.
• Represented entrepreneurs and investor groups in the sale of a controlling interest in multiple fitness store franchises to corporations.
• Represented a private equity firm in acquiring a leading franchisee fitness studio.

Technology

• Represented a private equity firm in acquiring a drive-up refillable water station with close to 1300 locations nationwide.
• Represented a private equity firm investing in robotic kiosks that handle key duplications, locksmith services, and an app for copying keys inside over 6,000 store locations.

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• Represented a portfolio company of a private equity firm that provides educational classroom services and solutions to the global early childhood education market in its acquisition of a science supplies and toys online retailer.
• Represented a portfolio company of a private equity firm that provides educational classroom services and solutions to the global early childhood education market in its acquisition of a leading early childhood education solutions provider.
• Representation of senior secured private equity lender making a $15,000,000 acquisition term loan with a warrant in the tech sector, followed by a forbearance arrangement and restructuring.
• Representation of senior secured private equity lender making a $15,000,000 acquisition term loan with a warrant in the telecom sector.
• Representation of senior secured private equity lender making a $9,000,000 dividend recap term loan with a warrant in the tech sector, followed by a forbearance arrangement and then an Article 9 secured party sale.
• Represented a U.S.-based private equity-backed, international information technology, managed services, and managed cyber security services company in multiple acquisitions and as General Counsel.
• Represented US-based software developer in separation from British parent and subsequent sale to Dutch competitor backed by US private equity firm.
• Served as special franchise counsel for a private equity firm in the financing and majority stake purchase of learning centers focused on providing education programs, including subjects such as computer programmingˏ, codingˏ, mathsˏ, logic, and teamwork, and has over 200 centers in the US, Canada, and the UK. Our private equity team advised on all franchise-related matters in this two-step transaction that included a term note and then purchase of a majority interest in the franchisor.

Retail & Entertainment

• Representation of second lien private equity lender making a $10,000,000 term loan with a warrant in the retail sector.
• Represented private investor in an investment in early-stage custom air soft gun company.
• Represented a privately held consumer products company from its inception through its sale for $120 million to a private equity-backed industry competitor.
• Lead counsel for a private equity firm in a series of acquisitions in the artificial turf industry, leading to a successful exit via sale to another private equity company, with current valuation in excess of $1 billion.
• Served as special franchise counsel to a private equity firm in the acquisition of a North Carolina-based commercial cleaning services franchisor with franchisees in almost 90 locations throughout the United States and Canada.
• Representation of senior secured private equity lender making a $9,000,000 term loan with a warrant in the entertainment sector, followed by a forbearance arrangement and then a receivership, with private equity lender client bidding its debt and purchasing the company.

Manufacturing

• Represented entrepreneurs in the sale of a glass and construction business.
• Represented private equity sponsor in the acquisition of a metal recycling business.
• Represented a private equity-owned plastics manufacturer in its $80 million acquisition of a flexible packaging company. 

Real Estate

• Represented an Orlando-based residential home-building solutions provider in the sale of the business to private equity.
• Representation of a private equity firm through its subsidiaries in the purchase of equity from a newly established venture from the world’s largest home services franchisor of 28 service brands, and some of the members/key officers rolled over and stayed with the entity after the transaction closed. Our private equity team served as special franchise counsel on the matter. Since the closing, we have assisted with franchise-related matters for several add-on acquisitions within the home services franchisor.
• Representation of a private equity firm through its subsidiaries in the purchase of the assets of two well-known home furniture and restoration franchise brands (including the operations of such brands in the UK and Canada). Our private equity team served as special franchise counsel and conducted a diligence review of the two brands in conjunction with the acquisition.
• Representation of a private equity firm in the purchase of the equity from a large real estate and construction franchisor company. As franchise counsel, our private equity team conducted due diligence on the franchise system to confirm any risks with franchisee relationships and compliance with state and federal franchise rules and regulations.

Automotive

• Represented a private equity firm in consolidation of automotive service businesses in the Western United States.
• Representation of a private equity firm in the purchase of an ongoing premier auto repair franchised businesses from the Seller and entered into a Relationship Agreement and Area Development Agreement with the auto repair franchisor. As franchise counsel, our private equity team negotiated these agreements with the auto repair franchisor and reviewed the terms of the outstanding franchise agreements for diligence purposes.
• Served as special franchise counsel to a private equity firm in its acquisition of 11 collision centers from the franchisor, in addition to eight additional facilities from a third-party franchisee. Our private equity team also assisted in the negotiation of an Area Development Agreement with the collision centers for the development of 50 additional units by the private equity firm.