Brad West


Brad has over 30 years of corporate finance legal and accounting experience, including complex mergers and acquisitions, public offerings, private placements and venture capital transactions.  Representative transactions include over $90 million raised in Series A, B and C rounds by SaaS company in healthcare space, $130 million debt and equity placement as counsel for the management team of a CLEC, $47.5 million acquisition of a Canadian subsidiary of a $550 million death services company as counsel to the acquisition management team, $5.0 million seed financing for start-up biotechnology firm as counsel to the private equity investor, and ₤4.5 million sale of a London/Cheshire death services business as adviser to the business owner.  Representative industries include software (including SaaS), biotechnology, homebuilding, telecommunications, oil and gas, post-life services, private equity, finance (mezzanine lending, CMBS and other real estate finance), manufacturing (including Asia), consumer products, restaurant, retail and financial services.


Brad began his professional career in 1983 as a CPA with KPMG, and worked as a corporate and securities attorney at Morgan Lewis & Bockius and Greenberg Traurig before being recruited by Orlando’s largest law firm to build its corporate finance practice.  Brad founded West PLC in 2000, a boutique law firm focused on mergers and acquisitions, joint ventures, senior and mezzanine debt transactions, venture capital, and private offerings of preferred and common equity.

Brad received his BS Accounting from Florida State University in 1983, and, while working full-time for KPMG, earned his JD (cum laude, Order of the Coif) from The University of Miami School of Law in 1988.


PROJECT ATTORNEYS


We know your transaction is complex and requires expertise and throughput to complete effectively and timely.  Whenever necessary to assure timeliness, we add project attorneys to our deal team so we can work on multiple parallel tracks (for example: M&A transactional negotiation and documentation, M&A financing negotiation and documentation, and related due diligence / closing).  Our project attorneys are not our employees, of counsel or partners, but we have closed numerous deals with our project attorneys for years.  Each one has more than 20 years’ experience.  Although the needs of each transaction dictate whether we utilize project attorneys, and which project attorneys we utilize, the following are our most often utilized project attorneys:

   

Fern Watts

Few corporate attorneys match the breadth of experience that Fern Watts has acquired over the last three decades as a practicing member of the New York and Florida bars representing public and private companies, both domestically and internationally, in all types of corporate and finance transactions. From that experience flowers a perspective that serves clients with strong legal work from an attorney who understands what makes businesses hum.

Since coming out of Harvard Law in 1982, whether an associate, partner or general counsel, Fern has attacked the unfamiliar until it becomes the familiar. She’s eschewed specialization in favor of a sweeping knowledge of fields as established as railroads or as new as carbon credits. As far as legal roles, she’s expert at serving as issuer’s and underwriter’s counsel in public offerings of equity and debt securities; serving as issuer’s counsel in private placements of equity and debt securities including 144A offerings; advising buyers and sellers in mergers, acquisitions and dispositions; advising public companies regarding disclosure and compliance matters; and advising directors and executive officers regarding corporate governance matters.

Areas of Concentration

  • Corporate      and securities
  • Public      and private offerings
  • Mergers      and acquisitions
  • Financing      transactions
  • Joint      ventures
  • Reorganizations

Significant Representations

  • Represented      RailAmerica in connection with numerous acquisitions and financing      transactions.
  • Represented      FDP Corp. in connection with its acquisition by SunGard.
  • Served      as issuer’s and underwriter’s counsel in numerous public offerings of      equity and debt securities.
  • Served      as issuer’s counsel in 144A debt offerings.
  • Served      as issuer’s counsel in numerous private placements of equity securities.
  • Represented      public companies in acquisitions of public and private companies and      related financing transactions.
  • Represented      public companies in domestic and international syndicated loan      transactions.
  • Represented      public companies in merger transactions.
  • Represented      public company in going private transaction.
  • Represented      private and public companies in the capital formation process, as well as      mergers, acquisitions, divestitures and joint ventures.
  • Assisted      companies with general corporate governance matters including shareholder      agreements.

Education

  • D.,      Harvard Law School, 1982
  • A.,      Linguistics, 1979

Admitted to Practice

  • Florida
  • New York

   

Kurt Brewer

Kurt’s Florida-Colorado law practice focuses on contracts, commercial relationships, real estate transactions, business entity structures, acquisitions and divestitures and partnership/shareholder matters. Kurt has the privilege of serving as “outside” general counsel to a number of small and mid-sized companies across a diverse spectrum of industries including manufacturing, insurance, real estate development, finance and IT/technical services. 

Kurt was born and raised in Maine before relocating with his parents to Oklahoma and then Florida.  Kurt attended Oklahoma State University where he obtained his degree in Journalism while also serving as a combat medic in the United States Army Reserves. It was during his college years at Oklahoma State that Kurt was activated to serve with the 44th Evacuation Hospital in support of the 101st Airborne Division in the Persian Gulf War. 

After graduating from OSU, Kurt worked the political side of the spectrum in Washington, D.C. “on the Hill” and then for a veterans interest group.  Kurt returned to Oklahoma to attend the University of Oklahoma College of Law, from which he graduated with distinction in 1997. He began his practice in the areas of business and real estate transactions when he joined the Orlando, Florida law firm of Lowndes, Drosdick, Doster Kantor & Reed, P.A.  As one of Florida’s premier law firms, the Lowndes firm served as an excellent introduction to the practice of business and real estate law.  In these early years of practice, Kurt was given significant responsibility in complex deals to include mergers and acquisitions and the securitization of mortgage backed securities.  In 2000, Kurt joined the Orlando office of Baker & Hostetler LLP, where he expanded his practice to include business formations, partnership matters and general corporate law.  Following his work at Baker & Hostetler, Kurt opened his own firm in 2002.

Kurt has served on the boards for or advised a number of charitable organizations over the years, including the Destiny Foundation of Central Florida, the Central Florida Theatre Alliance, the Orlando Shakespeare Festival, Startup Longmont, Longmont Startup Week and the global relief organizations World Hope and Missionary Ventures International. 


Brian Walsh


Law Firm and In-House Law Practice:


*  corporate/securities department of a major law firm; and


*  in-house counsel for several publicly-traded companies.


General Business, Corporate, M&A, Securities and Contracts/Transactional Experience:


*  contract drafting and negotiation;

 

* mergers and acquisitions;


*  SEC reporting and securities matters;


*  private equity investments; loans and financing agreements;


*  corporate governance;


* executive compensation;


* litigation support;


* regulatory compliance.


SEC Reporting and Securities Experience:


*  SEC Forms 10-K, 10-Q and 8-K;


*  proxy statements; 


*  public offerings and private placements;


*  prospectuses and registration statements;


*  internal controls;


*  stock exchange compliance;


*  investment funds;


*  Section 16 filings (Forms 3, 4 and 5);


*  Canadian securities reporting.


Represented clients in a variety of industries and businesses including:  automotive; biotechnology; financial services (including banks and investment banking firms); healthcare (including acquisitions of physician practices, and physician practice management); homebuilding; information technology; internet and e-commerce; investment management and fund formation (including private equity and venture capital funds); manufacturing; media and entertainment; professional employer organizations (PEOs); real estate; telecommunications; travel.

J.D. and M.B.A. degrees from the University of Michigan.

B.A. in Accounting from Michigan State University


 Michael Greenberg


Mike has experience representing companies and investors in angel, venture capital and other private equity and debt transactions. Mike represents also assists early and mid-stage businesses with strategic management issues, financial analysis and technology licensing and development. Mike earned his BS, Computer Science, MBA and JD from Duke University.