Adishian Law Group is pleased to announce that Healthcare Provider Integrated Pain Management Medical Group, Inc. has completed its sale to a Private Equity buyer. Terms are confidential.

Healthcare Experience and Expertise.  Our firm has developed a strong, niche expertise in healthcare sell-side transactions as well as ongoing outside general counsel work for medical corporations.

Structure is Central to these Transactions.  “Structure” is often a critical consideration for the healthcare acquiror for many reasons:  tax, financing, ROI and compliance with the prohibitions against the corporate practice of medicine to name just a few.  Entity structure and Financing structure (both in terms of overall capitalization stack and the allocation of consideration) are key aspects of these transaction.

Documents and Work: On behalf of our clients, our firm led the legal work on the transaction from post LOI through Due Diligence and Closing.  These transactions are complex.  Our work included negotiating, overseeing, reviewing or drafting the following:

  • Deal Structure and timeline
  • Unit Purchase Agreement
  • New Holding Company
  • Multiple LLC formations (with associated operating agreements)
  • Stock Repurchase Agreements
  • MSA Termination Agreement
  • Sale of non-clinical assets
  • Personal Goodwill Contribution Agreement
  • Administrative Services Agreement
  • Corporate and LLC Resolutions
  • Stock Power
  • Restrictive Covenant Agreement
  • Physical Shareholder Agreements
  • Independent Contractor Agreements and
  • many other ancillary agreements

A Word About Our Clients.  We feel it is important spotlight the vision and drive required to build an organization to the point where it is ready for exit.  Our clients did that. Our clients had the vision, persistence and creative problem solving to build the IPM organization from virtually nothing into perhaps the largest medical group of its kind in Northern California.  That is a remarkable effort.  Overnight success doesn’t happen overnight.  Without the client’s dream, there is no transaction to report.

Choice of Legal Counsel.  Every time a client has a choice to retain legal counsel for an M&A transaction it is often a competitive situation.  When a client places their faith in us to assist them with accomplishing their major goals it means a lot to us.  We’re grateful for their trust and confidence, and for the privilege to contribute our skills to their success.  

ABOUT INTEGRATED PAIN MANAGEMENT MEDICAL GROUP, INC.
IPM Medical Group (ipmdoctors.com) is a leader in cutting edge pain management techniques and rehabilitation programs that set the standard in holistic approaches for managing chronic pain. Its doctors are nationally known experts in the field and are deeply involved in clinical research focused on developing the treatment solutions of tomorrow. With seventeen locations in California and services ranging from advanced interventional pain management procedures and psychological support for functional restoration, IPM’s doctors approach each patient with one goal in mind: to help patients return to normal daily activities.

About Adishian Law Group, P.C

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law and Real Estate law. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this transaction, contact Chris Adishian:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

Adishian Law Group is pleased to announce that PI San Francisco has completed its sale to Predictive Index, LLC. Terms are confidential.

ABOUT PI SAN FRANCISCO
Owned and operated by our client, “PI San Francisco” was a leading Predictive Index Certified Partner helping leaders and managers of public and private companies throughout California optimize their recruiting and management. 

ABOUT PREDICTIVE INDEX
The Predictive Index was founded more than six decades ago, and in all that time, our mission has not changed. Our passion, inherited from our founder, is to understand people and teams—specifically what drives behaviors at work. Our quest, like yours, is to discover how to impact that behavior, ignite enthusiasm, and align business strategy with talent strategy.  Since 1955 we have honed the wisdom, guidance, and tools that help inspire employees be their most productive and engaged.

BrandJump Announces Buyout of Co-Founders Jeff Skippon and Misty Skippon
 
LOS ANGELES — April 9, 2021 — BrandJump a leading ecommerce sales and marketing firm in the home furnishings industry, announced today that it has acquired Partner and Co-Founders Jeff and Misty Skippon’s interest in BrandJump, LLC.
 
Founded in 2014, the Los Angeles-based company has built a reputation for enhancing the online presence for their portfolio of brands across more than 50+ retail channels such as Wayfair, YDesign Group, Home Depot, and Amazon. Exclusively specializing in home furnishings and décor, BrandJump works with manufacturers in multiple categories, including furniture, decorative lighting, textiles, outdoor living and accessories.
 
Over the last 7 years, BrandJump has grown to a team of nearly 40 and prides itself on its talented team with deep industry experience coupled with its increasingly best-in-class technology. 
 
“I’m extremely grateful for our partnership and what we’ve built together over the last 7 years.  Jeff’s presence and guidance will be missed, though I’m excited about the next chapter for our company,” said Walter.
 
“Conceptualizing, creating, pioneering and being a part of building BrandJump into the unique business model that it is today has been one of the most rewarding business experiences of my life. I’m so very thankful for the privilege of coming to know the many wonderful people along the way,” said Skippon.
 
ABOUT BRANDJUMP
BrandJump is a Los Angeles-based ecommerce sales and marketing company, focused on bringing customized online strategies to manufacturers in the home furnishings space. BrandJump’s unique model delivers merchandising, content, and marketing expertise to optimize their clients’ online presence and drive revenue through internet retail channels. Founded in 2014, BrandJump’s team brings a rare blend of seasoned home furnishings experience with deep ecommerce knowledge to its client base. For more information visit www.brandjump.com.

We served as Borrower’s counsel on a $6,000,000 Main Street Loan under the Federal Reserve’s Main Street Lending Program.


Area of Law: Business

ALG Represented: Borrower

Transaction Type: Main Street Loan – $6,000,000, Five-year term loan

Year: 2020

Transaction Overview: Main Street Loans v. PPP: The Federal Reserve established the Main Street Lending Program (MSLP) to support lending to small and medium-sized for profit businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic. The Program terminated on January 8, 2021.

While, the MSLP was never as widely known as the PPP (Paycheck Protection Program) it served a critical and different role — shoring up the capital base for previously profitable, financial sound businesses that suffered due to the pandemic. A simple, although not complete, way to compare the two programs is that PPP was designed to avoid massive layoffs by providing eligible enterprises money to pay salaries and retain employees. PPP money was to be received and spent within a relatively brief amount of time. Main Street Loans, on the other hand, were intended to shore up the capital base of eligible firms by making five-year loans to eligible businesses on favorable terms at a critical time when loans were scarce. Main Street Loans were fully collateralized by the business’ assets, personal guaranties from the owners and the owners’ assets.

Documents and Work. On behalf of our client, our firm led the legal work on the transaction from initial documents through Closing. This transaction involved the following documents: Credit Agreement, Term Note, Security Agreement, Pledge Agreement, Owner Guaranties, Deeds of Trust and certain MSLP specific documents along with other ancillary agreements.

Commentary.
A Distributed Transaction and Parties. In today’s legal practice, it is common for us to see parties spread out across several states. Here, the commercial bank lender was in North Carolina, their attorneys were in Minnesota, the Federal Reserve Bank was in Boston and our client is here in California. Over the last few years we are seeing more and more transactions with participants located outside of California who are eager to access the California market either by providing financing or acquiring.

Entrepreneuring is not for the faint of heart. There is a common anecdote that if most entrepreneurs knew at the outset what they would have had to go through to build and sell their business, many of them would have said, “No, thanks!” Creative problem solving, honesty, persistence, flexibility, prudent risk taking, faith and yes luck are just some of what you need to make it….everyday, every week and every year. We also think it helps to have a good law firm along the journey.

Roots in Banking. This financing transaction offered Chris, a former collegiate extern at the San Francisco Federal Reserve Bank and at the Board of Governors of the Federal Reserve, the opportunity to represent the client in a transaction sponsored by the Board of Governors of the Federal Reserve and administered through the Federal Reserve Bank of Boston via designated commercial bank lenders.

Client Update: Since the transaction closed in late 2020, the client’s business has rebounded sharply with the rise in vaccination rates and the return of economic activity. Less than two years into the loan term, the client has repaid half of the principal balance.