We are pleased to highlight a few of the representations and transactions which we were honored to undertake during 2022 and to update our clients and friends on some other firm developments from the year, including pro bono and other civic endeavors. As we complete our 27th year of delivering quality legal services, we look forward to sharing many new experiences and helping our clients, friends and colleagues through the opportunities and challenges of 2023.

Highlights from Our Corporate Group

Our Corporate Group remained very active during 2022, assisting clients in numerous M&A, corporate and financing transactions. Below are some of the matters on which we assisted clients:

Mergers & Acquisitions

  • Represented sellers in the sale of a managed IT services business to a private equity buyer.

  • Represented Seller and minority equity owner/chief operating executive in the sale of a property casualty insurance agency to a large regional agency.

  • Represented strategic investor and advanced materials scientist in a control buyout of a polymer processing and custom compounding business.

  • Represented restaurant chain in a $14 million acquisition. 

  • Represented real estate brokerage in a merger and related franchise transaction.

  • Represented lobbying firm in the buyout and redemption of controlling shareholder.

  • Advised existing shareholder of an insurance group in stock purchase transaction resulting in change of control.

  • Represented multi-unit health and beauty franchisee in the sale of equity interests to a minority investor.

  • Represented sellers in the sale of a continuing medical education business to a private equity buyer.

  • Represented buyers in the purchase of a well-known food industry business, including a restaurant, brewery and tourist attraction.

  • Represented seller of a healthcare industry business in an “acquihire” transaction.

  • Represented a family office in a series of acquisitions of print media properties.
Equity & Growth Capital Financing Transactions

  • Represented consumer products company in a $23 million growth equity transaction led by a large New York based private equity investor.

  • Represented sponsor of a Qualified Opportunity Fund as lead equity investor in structuring, negotiating, and closing a $14.5 million investment in a workforce housing project in Connecticut Opportunity Zone.

  • Represented Qualified Opportunity Fund in connection with equity recapitalization activities and rollout of analytics operating subsidiary structured as a Qualified Opportunity Zone Business.

  • Represented restaurant group in the creation, structuring and launch of a celebrity-chef branded restaurant franchise venture.

  • Represented investor group in its $6 million series seed investment to fund the issuer’s U.S. expansion of a European plant-based restaurant franchise. 

  • Represented professional services firm in numerous equity investments and related advisory and management engagements, including with respect to a fintech platform and a consulting and product engineering provider.

  • Represented lithium-ion battery developer in seed investment transactions and corporate governance matters.

  • Represented food industry business in growth equity capital raise.

  • Represented media company in a Series C growth capital raise and follow-on convertible note issuance. 

  • Represented lead investor in a series seed growth capital raise for a technology company operating in the food industry.

  • Represented private equity firm in an investment in an autonomous maritime solutions company.

Banking & Debt Finance Transactions

  • Represented national bank as senior secured lender in a $22 million credit facility, consisting of a unitranche term loan to fund the sponsor-backed acquisition of a third-party logistics business, and a revolver for working capital.  

  • Represented non-bank financial institution as a last out lender in connection with a $24.4 million loan to fund the acquisition of certain assisted living communities.

  • Represented national bank as agent and lender in $4.25 million senior secured financing of a private equity-backed acquisition of a commercial heating and cooling business, which included a closing date term loan, a working capital revolver and a delayed draw facility to fund future acquisitions.

  • Represented specialty wire manufacturing businesses as borrowers in connection with a $44 million senior secured revolving and term loan credit facility.

  • Represented administrative agent and first lien lender in $4 million first lien/second lien financing of a private equity-backed acquisition of novelty retail business.

  • Represented administrative agent and lender in $21 million senior secured facility to recapitalize debt at a private equity-backed commercial and residential electrical contractor. 

  • Represented national bank as first out lender in a $35.5 million senior secured unitranche term loan facility to refinance debt and fund an add-on acquisition at a healthcare industry-focused outsourced IT provider.

  • Represented non-bank financial institution as a mezzanine lender in connection with a ~$5.6 million loan used to fund the acquisition of a skilled nursing facility.

  • Represented national bank as first out lender in an approximately $28 million credit facility to fund the acquisition of a commercial HVAC and plumbing business. 

  • Represented national bank as revolving agent and lender in $23.5 million senior secured credit facility consisting of a revolver, a closing date term loan and a delayed draw term loan facility, for purposes of repaying existing debt and for working capital expenses and future acquisitions by a crane inspection and installation business. 

  • Advised clients in connection with a variety of amendments to existing credit facilities, negotiated reservation of rights letters and forbearance agreements, and other restructuring matters. 

General Corporate Transactions

  • Represented founding partners of New Jersey-based architectural firm in structuring and preparation of a multi-year succession plan involving a group of senior architects within the firm.

  • Represented originator and developer of renewable energy infrastructure projects in the restructuring and spinoff of a development business.

  • Represented outdoor media company in its redemption of minority stockholder interests.

  • Represented high-end audio/visual equipment supplier in corporate restructuring and recapitalization.

  • Represented a diversity, equity and inclusion education business in a multi-step reorganization of its operating structure.

  • Represented advertising executive in his association with and investment in a media planning, buying and consulting agency.

  • Represented investment bank and consulting firm in the restructuring of their operational and holding company structures. 

Highlights from Our Litigation Group
The Martin LLP Litigation practice continued to support clients with a variety of disputes across multiple legal practice areas, such as contract, real estate, probate, employment and insurance, in various forums. A few of the matters we successfully completed are:
  • We continued to represent a major issuer of representation and warranty insurance policies and were able to negotiate highly favorable resolutions of multi-million-dollar claims made by policyholders alleging damages due to the misrepresentations of sellers in significant corporate transactions.

  • We tried across multiple days consolidated cases in the Connecticut Superior Court involving claims of breach of contract and breach of fiduciary duties between partners in a closely held investment advisor firm.
  • We successfully defeated an application for a prejudgment remedy against a home inspector brought in the Connecticut Superior Court by a homeowner alleging damages due to defects the inspector did not reveal.

  • We successfully represented the creator of training materials used by corporations and school districts in the United States District Court for the Eastern District of Pennsylvania from claims that arose out of freedom of information requests and efforts that were made to infringe on copyright protections.
  • After defeating an employer’s motion for summary judgment in the Connecticut Superior Court, we achieved a full payment settlement of a claim for unpaid wages and bonus on behalf of a terminated employee.
  • After a multiday hearing in the Connecticut Superior Court on an application for a mandatory injunction, we successfully settled a claim alleging breach of contract and breach of fiduciary duty against a terminated executive officer.

Highlights from Our Real Estate Group
Martin LLP's Real Estate practice served as counsel on various multi-state transactions during 2022, representing a range of commercial clients in closings, financings and leasing. Some of the clients we represented in transactions are:
  • A family office in connection with providing advice on and due diligence for the purpose of an acquisition of various commercial real estate investment properties in Connecticut and New York.

  • Various commercial clients in leasing space, including a real estate holding company leasing industrial property in New York to a construction equipment company; and a global insurance company and a textile company in connection with their respective office space needs.

  • A private lender in a commercial real estate mortgage loan on Connecticut real estate. 

Highlights from our Pro Bono & Charitable Efforts 

Martin LLP attorneys and staff are proud to dedicate their time and energy in the service of nonprofit and charitable organizations that provide valuable services in our communities. Our involvement includes service on the following boards and committees, pro bono legal service and other volunteer efforts:

  • 4-CT, coordinates major philanthropists, individual donors, community and corporate foundations to address the needs of CT's most vulnerable residents disproportionally affected by the COVID-19 pandemic.

  • 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.

  • The First Tee, a youth development organization that uses the game of golf to help kids build the strength of character that empowers them through a lifetime of new challenges.

  • 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.

  • 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.

  • Riverkeeper, which protects and restores the Hudson River and safeguards drinking water supplies through advocacy rooted in community partnerships, science and law.

  • Stamford Public Education Foundation, a nonprofit dedicated to fostering relationships within the school district, corporate community, and city of Stamford to support and strengthen the public education system with funding, programming, and volunteers.

  • 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.

  • In addition, our litigation practice represented an individual who served the entire period of incarceration to which he had been sentenced but who has not been released from confinement in an action in the United States District Court for the District of Connecticut.