Matthew T. Schneider

Acquisitions

• Represented private equity firms and strategic buyers in connection with their acquisition of businesses or other assets, such as the following:
  • Fabricator of parts and components for original equipment manufacturers
  • Manufacturer of back panels, assemblies and interconnect products for aerospace and military markets
  • Manufacturer and engraver of copper cylinders
  • Steel fabricator and erector of steel and precast concrete
  • Sixteen acre manufacturing facility
  • Heavy construction equipment distributor
  • Supplier of specialty chemicals and equipment for the water treatment industry
  • Commercial lender’s interest (including management rights, equity and debt) in numerous new market tax credit transactions
  • Wholesale distributor of beverage products 
  • A microbrew pub in a large metropolitan market
  • Vodka, gin and whiskey brands
  • Restaurants, including a chain of sushi restaurants
  • Learjet aircraft
  • Financial advisory practice
  • Dry cleaners 
  • Chain of retail formal wear stores
  • Marketing firm

Divestitures

• Represented business owners in connection with the sale of their businesses or other assets, such as the following:
  • Intermodal terminal business valued over $98 million
  • Manufacturer of specialty stainless steel and nickel alloy tubular products 
  • Heavy construction equipment distributor
  • Thai and U.S. manufacturer/distributor of marine and recreational vehicle accessories 
  • Manufacturer and supplier of structural prestressed and precast concrete beams and bridge components
  • Wholesaler and distributor of agricultural seed
  • Home healthcare businesses focused on supplying durable medical equipment and related products and services in St. Louis and North Carolina
  • Riverboat casino 
  • Harley-Davidson dealership 
  • Auto supply businesses
  • Denny’s restaurants 
  • Software development and management business line 
  • Value added reseller in information technology hardware, software and services 
  • Direct marketing firm

General Corporate

• Represented a well-known manufacturing issuer with a $1 billion “universal” shelf registration on Form S-3 covering senior and subordinated debt securities, preferred stock, common stock and warrants.
• Designed capital structures and counseled clients in raising debt and equity financing to fund acquisitions.
• Restructured the assets and ownership of two separate groups of affiliated retirement and skilled nursing homes, as well as a restaurant chain, real estate firms, a large non-profit organization and other businesses, to mitigate exposure to potential liabilities and put in place, among various affiliated entities, inter-company agreements such as leases, management agreements, asset transfer agreements and operating agreements.
• Worked with investor to develop professional soccer stadium complex in the St. Louis metropolitan area, to obtain control of real property (via options and acquisitions) for the development, and to pursue bringing a major league soccer team to St. Louis.
• Represented a St. Louis public company repurchase shares and file requisite documentation in connection with a “going private” transaction.

Lending Transactions

• Represented commercial lender, under the supervision of a bankruptcy court, in a foreclosure sale of a business engaged in manufacturing structural prestressed and precast concrete beams and bridge components.
• Represented commercial lender in a foreclosure sale of five Denny’s restaurants.
• Advised affiliated companies in connection with securing $34 million of permanent debt financing for residential apartment complexes and negotiated management and ownership rights granted to a property management company whose principals were required to guarantee the borrowed indebtedness.
• Represented owner of a nationally recognized hotel in connection with the refinance of the hotel’s indebtedness.

Mergers & Joint Ventures

• Advised clients, who manufacture fungi based bio fertilizers in India and the United States, in conjunction with their joint venture and exclusive supply agreement with a Japanese business that markets and distributes products incorporating fungi based bio fertilizers in agricultural, home garden, forestry, turf and other markets.
• Advised gluten-free baking company in connection with its joint venture with another baking company to produce and distribute gluten-free baked goods, as well as intellectual property licenses related to joint venture efforts.
• Represented commercial bank in the negotiation and implementation of joint venture terms, between two commercial banks holding senior and subordinated secured indebtedness (totaling more than $17 million), in connection with foreclosing on secured assets and then holding, managing and marketing the acquired assets.
• Represented mine owner in a joint venture to refurbish an old mining operation, excavate material from old sediment tailing ponds and extract iron ore magnetite from the excavated material.
• Represented a publicly traded real estate development company in negotiations involving four multi-million dollar joint ventures involving single family real estate developments.
  
• Advised nationally recognized healthcare provider in managing, marketing and selling a taboo business of distributing and renting gambling and other entertainment machines that were donated to the healthcare provider.
• Represented a private equity firm in connection with consolidating, via mergers, three of its portfolio companies engaged in similar businesses of manufacturing and fabricating parts, components and subassemblies for original equipment manufacturers, and restructuring debt and equity financing in connection with same.
• Counseled client in connection with its joint venture with an electric cooperative and a telecommunications company to provide high-speed broadband services to rural residents in 10 Illinois counties.
• Represented client in connection with the merger of British Virgin Islands and Guatemalan businesses, and negotiated voting trusts and buy-sell terms with respect to same.
• Navigated client through issues arising from wrongful actions committed by a joint venture partner in connection with the financial collapse of a joint venture invested in pools of non-performing mortgages.
• Worked with three select soccer organizations in St. Louis to create a joint venture consolidating those organizations.

Enforcing Buy-Sell Agreements and Managing Claims of Alleged Business Partner Wrongdoings

• Advised national business, which was owned by two generations of family members, and its portfolio companies in the negotiation of settlement and ongoing relationship terms with one minority owner.
• Advised 50% owner of a steel fabrication and erection business through a contentious and litigated business divorce; negotiated his buyout and full release, and helped him establish a new competing business and acquire a new plant and equipment.
• Advised minority owners in connection with analyzing and enforcing their ambiguous buy-sell rights, negotiating and closing sale and mutual release transactions with respect to a business principally engaged in wireless telephone equipment installation, cell site maintenance, and cell site construction management.
• Represented passive widow investor in connection with addressing alleged wrongdoings by management of a manufacturer and distributor and subsequently negotiating the sale of her interest in the business.
• Counseled widow in connection with enforcing ambiguous buy-sell rights in a large scale dairy farm triggered as a result of her husband’s death and negotiated a favorable settlement and buyout agreement.
• Represented a terminated senior executive in connection with negotiating his severance and resolving ambiguities in buy-sell agreements to effectuate the buyout of his interests in a group of businesses engaged in developing, owning and operating restaurants.
• Represented one of two disputing 50% owners of an architectural business, managed allegations of fraud and other wrong doing, and negotiated a buyout and settlement agreement in connection with the same.
• Represented a chain of restaurants, a welding company and a manufacturer of marine products enforce buy-sell agreements in connection with the redemption of equity of a former employee.

Facilitating Buyouts Among Business Owners

• Represented a prominent plaintiff’s lawyer in the negotiation, and closing, of the sale of his interest in a well-known law firm and its various affiliates.
• Represented minority owners, of a certified disadvantaged business enterprise (DBE) providing engineering and construction management services, in acquiring the equity of the majority owner while maintaining DBE certification.
• Advised one of two disputing 50% owners of a provider of blood plasma and bone marrow products and services, and negotiated buyout and settlement agreement in connection with the same.
• Represented an IT government contractor in connection with redeeming the equity interest of a 30% owner and negotiating a full release and future employment terms.
• Counseled minority owner in the sale of his interest in a business that automated marketing processes in the banking and financial industries.
• Counseled one of two disputing 50% owners of a manufacturer of carbide and diamond index-able inserts in connection with negotiating the sale of client’s interest to the other owner.

Succession Planning

• Matt represented a manufacturing business in drafting a complicated buy-sell agreement with terms spanning multiple generations and preserving, as well as granting options to maintain, equal family control of the business in future generations. Additionally, he has designed, negotiated, drafted and implemented business succession plans, including buy-sell agreements, for the following types of businesses:
  • Arboriculture 
  • Automotive centers and dealerships
  • Cabinet manufacturer
  • Concrete and precast
  • Commercial real estate
  • Construction  
  • Direct mail company
  • Energy engineering 
  • Geothermal contractor
  • Gluten-free bakery
  • Grocery
  • Gun club and shooting range 
  • Investment services
  • Janitorial services
  • Lumber and hardware stores
  • Manufacturing: dragline sheaves and drums
  • Manufacturing: fungi based fertilizer
  • Manufacturing: home organization, storage and laundry products 
  • Manufacturing: made-to-order gears, sprockets and bearings 
  • Manufacturing: marine components
  • Manufacturing: specialty valves 
  • Manufacturing: steel fabricator and erector of steel and precast concrete 
  • Marketing and direct mail
  • Masonry leasing services
  • Motorcycle dealership
  • Mining 
  • Restaurants
  • Seed supplier
  • Technology 
  • Tool and die business
  • Trucking
• Advised major commercial airline on complex transaction involving acquisition of 47 Boeing 787 aircraft and associated engines, and comprehensive long-term engine maintenance agreement.