N.R. Gordon & Company offers a broad range of value-added,
peer-to-peer, financial advisory and strategy consulting services. Representing
not only the client, but the client's point of view, N.R. Gordon & Company
differentiates itself from other advisors.
The Securities and Exchange Commission has rules for who can
invest in privately placed securities. There are minimum income and net worth
tests that establish “accredited investor” status, but there are also
provisions for non-accredited investors to participate. Non-accredited
investors, along with a Purchaser Representative, are presumed to have the
financial sophistication to participate, regardless of their net worth or
income.
When a company is raising capital or it is being acquired for
stock, it is common for some investors, employees, advisors and others to be
non-accredited and, accordingly, for a Purchaser Representative to be engaged
to advise them.
Similarly, certain transactions (e.g., transactions involving
ESOP companies) may require the short-term engagement of an independent
trustee.
We provide Purchaser Representative and Trustee Services that
allow transactions to proceed quickly and efficiently, while protecting the
interests of those we represent.
What others are saying:
“Neil served as the purchaser representative in a sophisticated,
mid-market, blended cash and stock-for-stock acquisition. He proved an
amazingly fast study – understanding a complex, time-constrained transaction
and explaining it to investors (and even lawyers) in plain, understandable
English… I highly recommend him.” (Lance Kawesch, Kawesch Law
Group, LLC)
Transactions
successfully completed:
Purchaser Representative services, representing
non-accredited investors:
Acquisition of Environmatic Holdings by a private equity
group.
Merger of Serve Robotics, Inc. into Serve Acquisition
Corp., in a reverse merger.
Acquisition of ownership interests in EvolveOrtho, LLC by
HS2, LLC.
Acquisition of Verodin, Inc., by FireEye, Inc.
Limited tender offer by a Massachusetts based, venture
backed life sciences company, to provide liquidity to its common shareholders
and at the same time reduce the number of holders of common shares.
Combination of Skyline Corporation and Champion
Enterprise Holdings, LLC, the parent company of Champion Home Builders, Inc.
Acquisition of Dexco Global Inc. by funds managed by KPS
Capital Partners, LP
Equity recapitalization of DeBusk Services Group LLC
and the expansion of DSG’s capital resources to facilitate growth.
Business combination among Vigilant Solutions, Inc., Digital Recognition Network,
and VaaS, Inc.
Acquisition of Hackhands, Inc. by Pluralsight, LLC.
Fashion GPS, Inc., $4.0 million Series A financing. This transaction included the exchange of convertible
notes for Series A Preferred Stock. The terms of the notes had been
renegotiated, accordingly, we represented a non-accredited note-holder, in
order for the private placement to go forward.
Acquisition of Q–RNA, Inc. by Neuro Hitech, Inc.
Acquisition of Strategic Pricing Group, Inc. by The
Monitor Group
Exchange of capital stock of Cellzome AG for shares of a
US holding company
Merger of NeuroVir Therapeutics, Inc. and MediGene AG
Merger of
New Oak Communications, Inc. and Bay Networks, Inc.
Merger of Chemgenics Pharmaceuticals, Inc. and Millenium
Pharmaceuticals, Inc. Although Millenium was a public company,
they offered non-registered shares of Millenium in exchange for the stock of
Chemgenics. We represented the non-accredited Chemgenics shareholders in this
transaction.
Merger of Coelacanth Corporation and Lexicon Genetics
Inc.
Merger of Mitotix, Inc. and a wholly-owned subsidiary of
GPC Biotech AG.
Combination of Medical Foods, Inc. and AmeriFIT, Inc.
into Amerifit Nutrition, Inc.
For profit board service:
New Choices
Entertainment, Inc.
Baderbrau
Brewing Company (Board of Advisors)
eCurv, LLC
(Board of Advisors)
BodiMojo,
Inc. (Board of Advisors)
WhiteHatt
Technologies, Inc.
CredoMatrix,
Inc. (Board of Advisors)
Skynja, LLC.
(Board of Advisors)
Avitar, Inc. (Member of the audit and
compensation committees of this public company)
Datameg
Corporation (Member of the audit committee of this public company)
Ekco
Housewares, Inc.
Woodstream,
Inc.
Kellogg
Brush Company
Frem
Corporation
Trustee services:
Independent Trustee of the John Solomon,
Inc. Employee Stock Ownership Plan (ESOP), in connection with the purchase of
substantially all of the assets of John Solomon, Inc. by QST Industries, Inc.
Even though the ESOP had pass through voting (i.e., the plan participants
provided voting instructions to the Trustee), an independent Trustee was
required to actually vote the shares.
Trustee of the Ekco Group, Inc., Employee
Stock Ownership Plan (ESOP) and other defined benefit and defined contribution
plans.
N.R.
Gordon & Company, Inc. 87 Ivy Street, Brookline, MA 02446 Phone: (508) 265-1362
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