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 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,
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