Mergers & Acquisitions Archives

“Chris and his team did a great job making sure were protected on all deal points and all on the same page. He made the process very smooth, expeditious and drama-free! We trusted him as our legal advisor 100%.”
— Jill De Forest, Founder & CEO, De Forest Search Partners

Transaction Overview: Our firm served as exclusive sell-side legal counsel to the owners of De Forest Search Partners in its exit sale to Talento, Inc.

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

Deal Structure and timeline
Stock Purchase Agreement
Consulting Agreement
Transition Services Agreement
Security Agreement and UCC filing
Corporate Resolutions
Stock Power and
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 had the vision, persistence and creative problem solving to build De Forest Search. That is a remarkable effort. Overnight success doesn’t happen overnight. Without the client’s dream, there is no transaction to report. Here, founder Jill De Forest says it best:

“I started De Forest Search over 25 years ago with a simple mission — to connect employers with the best possible candidates without the burden of expensive retainers and long hiring cycles. On this premise, we’ve placed thousands of leaders across every conceivable industry. While the hiring landscape is ever-changing, we remain a constant in our client’s search strategy. We’re excited to become part of yours.”

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. With reports showing that entrepreneurs have up to 95% of their net worth tied up in their business, it is easy to understand why these transactions have such critical importance to wealth planning, retirement and legacy.  When clients place 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 DE FOREST & ASSOCIATES, INC.
De Forest Search (www.deforestsearch.com) is focused on working with clients to meet their hiring objectives. Whether working on a C-level search for a global Fortune 200 company or assisting a venture-backed startup in their recruitment strategy, we approach every engagement with attention, urgency and confidentiality. It is this approach along with an impressive track record that establishes us as a preeminent global search firm.

ABOUT TALENTO, INC.
At Talento (www.TalentoHC.com) our team blends the career expertise of in-house HR Executives alongside proven innovative processional services leadership to deliver world-class human capital solutions to organizations in any state of their business life cycle. This expertise spans continents, functions and industries, bringing broad business acumen and depth to delivery unparalleled customer experiences and results.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

Healthcare Transaction Overview: In another sale transaction involving a leading California healthcare provider, our firm served as exclusive sell-side legal counsel to the Owner of South Bay Hearing and Balance Center. We also served as counsel to the Buyer at the request of, and with the written consent of, both the Buyer and Seller.

Quotes from the Healthcare practice Seller and Buyer:

“I worked with Chris on some employment matters and lease negotiations prior to beginning the process to sell my company. He was always efficient, reliable and most of all, insightful. When it came time to sell my business I immediately turned to Chris for support and counsel. I appreciate Chris’ flexibility and honesty in representing the issues to us. Thank you, Chris, for all that you have done for us.”
— Former Owner & President, South Bay Hearing and Balance Center, Inc.

“Chris and his team modeled professionalism and expertise throughout the transaction. Ours was a unique situation that Chris handled with the utmost proficiency and personal care. As a result, all of us at South Bay Hearing are able to continue our legacy of providing the best hearing care available in Southern California to all of our many wonderful patients. A big thank you to Chris and his team for their personalized approach that made this possible.”
— New Owner & CEO, South Bay Hearing and Balance Center, Inc.

Legacy. With many sales of privately held businesses, “legacy” is often a leading consideration for the selling Owner. This is especially true with healthcare practices. A business often represents the Seller’s professional life’s work. Therefore, Sellers often want to sell to a Buyer who (a) shares their same values and (b) will continue to conduct the business to the same standards they have established. In the public sphere it has been noted that many top performing privately held businesses feel comfortable selling to Berkshire Hathaway because they feel confident that the business will be well run long after the Seller has passed.

A Record of Award-Winning Healthcare Delivery. Below are just some of the awards earned by South Bay Hearing and Balance over the years:

Best Audiologists of the South Bay in the Daily Breeze Readers’ Poll from 2009 to 2018
Board Certified in Audiology by The American Board of Audiology
Best of the Beach 2022 by the Easy Reader News
Excellence in Audiology
Audigy Certified
Certified Member of the American Speech-Language-Hearing Association
Excellence in Business Award, Palos Verdes Chamber of Commerce

Documents and Work: On behalf of our clients, our firm led the legal work on the transaction from post Letter of Intent (“LOI”)\Due Diligence through to Closing. Our work included negotiating, overseeing, reviewing or drafting the following:

Deal Structure and Timeline
Stock Purchase Agreement
Promissory Notes
Security Agreements and UCC filings
Corporate Resolutions
Stock Power and
Other ancillary agreements

A Word About Clients. We feel it is important to spotlight the vision and drive required to build an organization to the point where it is ready for exit. Our clients do that. South Bay’s founder and CEO had the vision, persistence and creative problem solving to build it into perhaps the largest audiology practice of its kind in Southern California. That is a remarkable long-term effort. Overnight success doesn’t happen overnight. Without the client’s dream and a focus on patient care, there is no transaction to report.

Choice of Legal Counsel Matters. Every time a client has a choice to retain legal counsel for an M&A transaction it is often a competitive situation. With reports showing that entrepreneurs have up to 95% of their net worth tied up in their business, it is easy to understand why these transactions have such importance. When clients place 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. Read about our other healthcare transactions by clicking on the following links: Adishian Law Group Serves As Exclusive Sell-Side Counsel to Bay Area Pain Center in Sale to Prospira PainCare and Healthcare M&A: Adishian Law Advises IPM Medical Group in Sale to Private Equity Firm.

ABOUT SOUTH BAY HEARING AND BALANCE CENTER, INC.
At South Bay Hearing (SouthBayHearing.com and MissionAudiology.com) we promise to work closely with you to discover where you are having the most difficulty communicating. Patients of South Bay Hearing enjoy our state-of-the-art treatment technology, extensive experience, and compassionate approach in providing state-of -the-art care. Come experience South Bay Hearing and find out for yourself why we consistently receive 5-star reviews from our patients in and around the South Bay of Los Angeles.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

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

Health Care Experience and Expertise. Our firm has developed a strong, niche expertise in health care 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 health care 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 Medical Group 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 M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, contact Chris Adishian:

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.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

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.

ABOUT ADISHIAN LAW GROUP, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

EL SEGUNDO, CA (June 20, 2019)—Adishian Law Group Advises Premier World Discovery on Acquisition of AFC Vacations.

Adishian Law Group is pleased to announce that Premier World Discovery has completed the acquisition of AFC Vacations. The Company’s Press Release regarding the acquisition follows:

Redondo Beach, CA – June 20, 2019 – Premier World Discovery announced that it has acquired AFC Vacations, a tour operator offering affordable first class tours, river cruises and ocean cruise-tours. The purchase continues Premier World Discovery’s growth plan and will better serve the needs and service to all guests that travel with both companies.

Matthew Kennel, Co-owner and Co-President of Premier World Discovery noted, “The acquisition of AFC Vacations complements our overall global tour offerings and provides synergies that will produce greater opportunities and customer service for our guests. We have always been impressed with the tour and cruise offerings as well as the level of customer service that AFC Vacations has provided their guests over the past 37 years.”

Stephen Birkett, Founder and Co-President of Premier World Discovery also commented, “Our acquisition of AFC Vacations provides a major growth opportunity for both brands and offers an exciting opportunity to continue to evolve. The acquisition also supports our strategy in the group travel market and at the same time meet the demands and needs of future guests on our tours around the world in an ever changing global travel market.”

“AFC Vacations is very excited to join Premier World Discovery, this is a perfect match. Both companies share similar philosophies and values and we look forward to expanding our tour offerings to our guests and continue to grow the AFC Vacations brand under Premier World Discovery”, said Randy Case, Founder and President of AFC Vacations.

ABOUT PREMIER WORLD DISCOVERY

Premier World Discovery offers Worldwide Guided Travel with 2019 marking the company’s 20th year in business. The company employs a national sales team and has grown to offer more than 80 fully guided tour programs both domestically and internationally to more than 50 countries and 6 continents. Guests can choose from five distinct travel styles – One Hotel – Limited Hotel Stay Tours, Classic Tours, Rail Journeys & Train Tours, Exotic Discovery Tours and Exclusive European River Cruise Charters. To learn more about Premier World Discovery and its current tour offerings visit premierworlddiscovery.com.

ABOUT AFC VACATIONS

Founded in 1982, AFC Tours offered escorted tours both in North America and internationally. AFC Tours was eventually rebranded into AFC Vacations, with the acronym AFC meaning – Affordable First Class Vacations. Randy Case will continue to lead AFC Vacations as the President and the company will continue to be based in San Diego. AFC Vacations will run as a separate division with the same executive team and the same focus – offering unparalleled customer service, memorable vacations and unique lifetime experiences aimed at exceeding guests’ expectations. To learn more about AFC Vacations and its current tour offerings visit afcvacations.com

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian:

For more information about this transaction, contact Chris Adishian:

EL SEGUNDO, CA (December 31, 2017)—Adishian Law Group Advises Pioneer Magnetics on Sale of Business.

Adishian Law Group is pleased to announce the sale of Pioneer Magnetics’ power supply business to United States Technologies-Aldetec Holdings Company (“UST-Aldetec”).

“This transaction was an opportunity to represent a truly remarkable sixty year old, Santa Monica-based family business that designs, manufactures and sells mission-critical power supply products to a global customer base” says Attorney Chris Adishian.

On behalf of our client, Adishian Law Group led the legal work on the transaction from initial letter of intent (LOI) through Closing. “Like many family business sales, this transaction involved many stakeholders, and we coordinated our representation with other attorney retained to advise the shareholder’s family on matters relating to the sale” stated Adishian.

The firm’s work included included negotiating, draft or reviewing the following documents: Letter of Intent, Deal Memo, Asset Purchase Agreement, Schedules, Escrow Agreement, Bill of Sale, IP Assignment and Assumption Agreement, Transition Services Agreement and a variety of post-Closing matters.

About Pioneer Magnetics

Founded in 1957 by Dr. Allen B. Rosenstein, over the course of 60 years Pioneer Magnetics built a global business designing and manufacturing the highest quality switching power supplies. PMI’s power supply business offers low voltage and high current products ranging from < 1,000 Watts to > 30KW per box. COTS, isolated and non-isolated, intelligence as well as “thousands” of combinations, such as racks/power shelves, are available in standard and unique sizes.

About UST-Aldetec

UST-Aldetec is a consolidation of companies brought together to provide superior services and products to our Defense and Commercial customers. Together they are expert at RF detection, Frequency Conversion, Broadband Amplification, Power management, and repair/re-engineering of subsystems for obsolescence mitigation and extending system lifetime. UST-Aldetec teams can design, manufacture and support products seamlessly and rapidly. Their design turn averages less than 6 months from receiving a specification. Our goal is to provide high quality subsystems to our customers at an affordable price, and to keep them running with an exceptional MTBF. UST-Aldetec is a certified small business, AS-9100 certified with over 40,000 Square feet of manufacturing space.

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, contact Chris Adishian:

EL SEGUNDO, CA (October 15, 2012) Adishian Law Group served as exclusive sell-side counsel to Bay Area Pain Center in its sale to Prospira PainCare.

In one of the most significant M&A transactions for a Bay Area healthcare company this year, Prospira PainCare (www.prospirapc.com) announced the acquisition of Bay Area Pain & Wellness Center (“BAPWC”) (www.bapwc.com) as its initial entry into the massive California market.

The Adishian Law Group represented BAPWC as exclusive sell-side legal counsel throughout the transaction, from letter of intent through execution of deal documents. Prospira’s transaction team included three law firms — two ranked in the Top 60 in the United States by size — and three private equity firms.

Representing BAPWC in the sale of the enterprise to such a sophisticated buyer as Prospira was the type of challenging, complex assignment that lies right in our wheelhouse, states Chris Adishian, President of the Adishian Law Group. â€œOur team brought a wealth of transactional experience to the table, which leveled the playing field and helped the Company reach a “full value” deal that was fair all around.

This confidence in the Adishian firm is testimony to the Principal judgment and the firms breadth and depth of knowledge in sell-side M&A transactions. Prior to quarterbacking corporate and transactional matters as a lawyer, Adishian spent time at Arthur Andersen and the West Coast’s leading investment banking firm, Montgomery Securities.

Says Adishian, We appreciate the trust placed in us by BAPWC, and are grateful for the opportunity to apply our talents towards achieving success for our clients.

About Prospira Pain Care. Prospira PainCare, located in Mountain View, California was founded in August 2012. Prospira PainCare partners with world class interventional pain management physicians and rehabilitation specialists. (www.prospirapc.com)

About Bay Area Pain Center. Since 1999, BAPWC has offered a full complement of pain therapies, from highly specialized interventional treatments, to the most sophisticated interdisciplinary pathways and programs. The Company addresses one of the most complex and challenging problems in society chronic pain. Bay Area Pain & Wellness Center has increased its sphere of influence through geographic expansion from its headquarters facility in Los Gatos to San Francisco and Santa Cruz along with education through publications, lectures and teaching. (www.bapwc.com)

About Adishian Law Group, P.C. Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, or if you need help with your sale or acquisition, please contact Chris Adishian: