N.R. Gordon & Company, Inc.

Liquidity Matterstm

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.


Purchaser Representation, Trustee and Board of Director Services

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 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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