Mr. Werts specializes in corporate and general business, corporate finance, mergers and acquisitions and corporate governance. He has represented both public and private clients in connection with their finance, operational and transactional needs in many different industries, including manufacturing, retail, agribusiness, transportation, financial services, telecommunications, pharmaceuticals and medical equipment, religious and educational institutions, travel and tourism, food products, entertainment, e-commerce, technology, human resources and advertising. Mr. Werts has represented both buyers and sellers in connection with their purchases and sales of both stock and assets in many different industries, both regulated and unregulated. He has experience in a variety of financing transactions for both lenders and investors and for both borrowers and targets. His corporate finance expertise includes advising clients concerning venture capital and angel investments, PIPEs, private placements of debt and equity, bank financings and asset based lending. Mr. Werts has assisted clients with the structuring, negotiating, implementing and managing operational and special purpose joint ventures, key supplier and vendor relationships and domestic and foreign sales and distribution arrangements, including those involving enterprise software and essential technology.
Examples of acquisitions, dispositions and corporate finance transactions in which Mr. Werts has represented clients include:
- Represented financial services providers in multiple transactions involving their purchases and sales of insurance company, insurance agency and administrative subsidiaries and significant blocks of life, disability and health insurance policies and annuities (by assumption reinsurance or indemnity coinsurance reinsurance). These transactions (exceeding $3 billion in aggregate value of assets transferred) involved multiple parties, various regulatory, transition, integration and financing issues and ancillary administration and operational agreements and issues.
- Represented Sprint Corporation and its affiliates in various acquisition and disposition transactions involving both telecom assets and PIPEs exceeding $2 billion in value, including the sale to Omnipoint Corporation (a predecessor of T-Mobile) of the GSM System owned by a partnership that held a broadband personal communications services license for the Washington, D.C./Baltimore major trading area.
- Represented a financial services provider in connection with its $315,000,000 joint venture with a real estate development firm to redevelop an historic government structure in Kansas City for a new government use.
- Represented a financial services provider in its $100,000,000 secured Rule 144A note offering.
- Represented a financial services company in its $150,000,000 split-off of an insurance premium financing company subsidiary.
- Represented a lodging owner and operator in its $90,000,000 sale of a chain of hotels in Mississippi, Kansas and California through an auction process.
- Represented an angel investor in its $15,000,000 investment in a pharmaceutical development company and subsequent financing arrangements.
- Represented a venture capital company in its private investment (involving stock and warrants) in a publicly traded corporation engaged in the importation and sale of furniture products.
- Represented buyers in many other transactions, including acquisitions of a paper company, a candy company, retail card and gift shops, a retail shoe store chain, a cabinet manufacturer, a printing company, a state bank, a bank holding company, a water and sewer utility, a farm implement dealership, computer software and hardware, a medical equipment product line, and jet aircraft.
- Represented sellers in many other transactions, including (a) dispositions of the stock of a playing card manufacturer, a retail sign company, a casualty restoration construction company and a pari-mutuel racing company, and (b) dispositions of the assets of a railroad air brake business, multi-player online gaming company, a bankrupt computer hardware distributor, a distressed candy manufacturer, a chain of fast food franchises, an agricultural pharmaceutical company’s biological autogenous vaccine division and a commercial construction company.
- Represented clients in many other corporate finance transactions, including venture capital investments and financings, stock offerings, private placements, conventional financings, and industrial and municipal revenue bonds.
Examples of Mr. Werts’ experience in structuring, negotiating, implementing and managing strategic alliances include:
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Represented a surgical and burn medical instrument manufacture in negotiating and implementing distributorship agreements with distributors in Italy, France, Israel, Spain and Portugal.
- Represented a public food products manufacturer in negotiating and implementing enterprise software license and maintenance agreements with software providers.
- Represented a public motion picture exhibition company in negotiating, implementing and managing (a) box office, human resources and advertising tracking software licenses and maintenance agreements with software providers, (b) a joint venture with a minority-owned entity to create and operate an inner city motion picture theatre chain, (c) joint ventures with developers to build and operate motion picture exhibition theatres in Thailand, Hong Kong, the People’s Republic of China, Japan and Taiwan, (d) strategic beverage supply agreements with a major soft drink company for all of the client’s locations in the United States and Canada, (e) gift card distribution and sales agreements with various retailers, and (f) a beverage supply agreement with a frozen drink vendor.
- Represented Sprint Corporation in (a) negotiating a strategic network agreement with Sprint Canada and COLAS S.A. (a global French construction company) involving the integration and management of a global integrated network in Canada, the United States and France, and (b) negotiating and implementing a strategic software licensing, support and services agreements with Z-Tel Communications, Inc. for the resale of local wireline telecommunications services and ancillary services.
- Represented an envelope manufacturer in structuring and negotiating a joint venture with a French company and a Hungarian company for the manufacturing and distribution of products in Europe and the construction of a manufacturing facility in Russia.
- Represented a financial services provider in structuring, negotiating, implementing and managing a joint venture with an individual life insurance agent and 12 of their affiliate companies involving (i) the purchase of a half interest in an annuity servicing company, (ii) the sale of a half interest in a life insurance company, (iii) the formation of a jointly held holding company, (iv) multiple indemnity coinsurance and modified indemnity coinsurance arrangements involving life insurance business generated by the individual life insurance agent, (v) multiple servicing agreements for the administration of such life insurance business, and (vi) multiple marketing and product development arrangements between the life insurance agent and various life insurance companies.
- Represented a financial services provider in negotiating and implementing marketing and reinsurance arrangements with third parties, including a national union benefits organization and life insurance sales organizations.
- Represented a sportswear manufacturer in structuring, negotiating and implementing a joint venture with a Canadian clothing company for the distribution and sale of sportswear in Canada.
- Represented an international women’s religious organization in connection with its staging of meetings and international conventions throughout North America.
