REPRESENTATIVE MATTERS Health Care Mergers & Acquisitions: People Incorporated
Late in 2011, People Incorporated, which provides mental health services to adults in the Twin Cities area, acquired the mental health service division of Children’s Home Society & Family Services. Gray Plant Mooty represented People Incorporated in the transaction, structuring the deal terms, managing negotiations, and handling due diligence activities, including certification and licensing issues with government regulators. The acquisition added 68 employees and $3.8 million in revenue to People Incorporated. More importantly, it ensured that mental health services to nearly 3,000 people in the Twin Cities area continued uninterrupted.
Intellectual Property Litigation: American Dairy Queen
With the help of Gray Plant Mooty, American Dairy Queen was granted a temporary restraining order and preliminary injunction against a franchisee whose restaurant in Kansas City was poorly maintained in violation of ADQ’s standards. It was an especially compelling victory for two reasons. First, claims were based on trademark law, and on the valuable good will inherent in ADQ’s trademarks, rather than on the terms of the franchise agreement. Second, the judge issued his ruling on the strength of the complaint alone, which was drafted by Gray Plant Mooty attorneys. The case was settled on favorable terms within days of the court’s ruling.
Nonprofit Mergers & Acquisitions: YMCAs of St. Paul and Minneapolis
Two large and longstanding local nonprofit organizations—the YMCA of Greater St. Paul and the YMCA of Metropolitan Minneapolis—that shared the same mission, but were separate entities, decided to fully integrate and legally merge in 2011, and Gray Plant Mooty represented both organizations in the transaction. The process involved substantial due diligence, requiring approval from the IRS, the YMCA of the USA, the boards and membership of the two merging organizations, and 19 banks and multiple cities. The new YMCA of the Greater Twin Cities is now one of the largest YMCA organizations in the nation, with 22 branches, 10 day camps, assets exceeding $260 million, and more than 225,000 members and participants. Due to the superior efficiency of the 40-person YMCA and Gray Plant Mooty team, legal costs remained significantly below the typical costs for mergers of this magnitude.
Real Estate Development: The Ackerberg Group
The Ackerberg Group began construction last year on a $45 million real estate project in the Uptown neighborhood of Minneapolis, designed to increase the daytime population in an area known for its nightlife but quiet during business hours. Scheduled for completion in 2012, the 10-story MoZaic building will feature 65,000 square feet of high-end office space, a parking ramp, two restaurants, and an art plaza. Gray Plant Mooty coordinated all legal aspects of this complex project, including acting as the developer/owner’s counsel in connection with all project financing, consisting of $9.3 million in tax-exempt stimulus bonds for the parking structure, $10 million in commercial financing for the commercial space and plaza, and $10 million in private financing for the office space. Gray Plant Mooty also handled agreements with city and county agencies, construction and architect contracts, environmental investigation and remediation, and a series of easement and use agreements both internal to the project and involving adjacent properties.
Trust & Estate Planning: Numerous Private Individuals
In 2011, Gray Plant Mooty attorneys worked closely with clients to achieve their estate planning goals by using some or all of the new federal gift tax exclusion amounts. At the end of 2010, Congress changed the federal gift tax and estate tax exclusion amounts to $5 million per donor in 2011 and $5.12 million per donor in 2012. Unless Congress changes the law, these new exclusion amounts are scheduled to drop to $1 million per donor in 2013, and the top federal transfer tax rate is scheduled to increase from 35 percent to 55 percent. In 2011, Gray Plant Mooty helped clients make gifts using these increased exclusion amounts, including creating trusts for children and grandchildren, forgiving previous family loans, paying off children’s home mortgages, equalizing previous gifts made to family members, and transferring family business interests.
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