Businesses need capital to fuel growth.

Regardless of whether your business is large or small, established or emerging, public or private, Miller Johnson attorneys can assist you in meeting your funding needs.  Our attorneys assist clients in analyzing the terms and availability of competing sources of capital; structuring and negotiating investment terms with investors and lenders; preparing documentation; and complying with applicable securities laws.  We have worked with business clients to raise capital for many purposes, including:

  • to fund start-ups
  • to expand working capacity
  • to expand plant and equipment
  • to fund business acquisitions
  • to fund ownership successions

Business capital can be raised in a variety of ways.

Miller Johnson’s attorneys have experience in a wide-range of capital formation techniques, such as:

  • private placements of securities, including mezzanine and venture financings
  • traditional loans from banks, insurance companies or other lenders
  • tax-exempt industrial development bond transactions and tax-exempt 501(c)(3) bond financings
  • equipment lease financings and real estate lease financings
  • real estate development financings, including private syndications of debt and equity securities
  • employee stock ownership plan (ESOP) financings
  • business acquisition financings, including subordinated seller financing
  • public market debt financings
  • tax abatement and other state and local incentive financing programs
  • financing for the redevelopment of contaminated property, including tax increment financing, single business tax credits and financing through state and local environmental grant programs

Our attorneys also have experience advising venture capital funds, private equity funds and other investment funds and their sponsors with a wide-range of fund issues, including compliance with applicable state and federal laws governing investment companies, investment advisors and securities offerings, structuring fund management, negotiation of fund terms with limited partners, closing of the fund, negotiations of investment terms with portfolio companies, and ongoing operational matters.  We can also assist funds and other institutional and angel investors in evaluating, structuring and negotiating the terms of their investments.

We take a hands-on, roll-up-our-sleeves approach to working with our clients to satisfy their capital needs. Examples of our experience include:

  • When founders of start-up companies—including the developers of a proprietary solar panel, the developers of an innovative wind turbine technology, a radio-frequency identification tag manufacturer, a group of biotech researchers developing a new class of antibiotics and an on-line continuing education software solution for K-12 teachers—were looking to raise funds to execute their new business plans, we represented them in undertaking private placement offerings of preferred and common stock to investors.
  • When a distributor needed to fund its inventory purchases from a foreign manufacturer, we assisted the company in structuring and negotiating a $90-million bank facility with a local bank and several regional bank participants.
  • When a real estate developer wanted to develop, construct and finance a condominium project on country club property, we assisted with the syndication of partnership interests in the development entity.
  • We advised an investment adviser in the formation of numerous fund-of-funds designed to pool its clients’ money in order to allow them access to exclusive hedge funds and private equity funds with minimum investment requirements that were higher than the clients could afford individually.
  • We represented the management team of a closely-held family company in the formation (and ongoing operation) of a private equity fund established to raise equity to finance management’s acquisition of the company from the family.
  • We have helped many manufacturing clients secure funding to expand production by investigating financing alternatives, qualifying for tax-exempt financing and reviewing and negotiating bank commitment letters as well as tax-exempt bond financing documents.
  • We have assisted many 501(c)(3) organizations to reduce financing costs through the use of tax-exempt financing.  These transactions have resulted in annual interest expense savings to clients of up to 2 percent. On a $5 million bond issue, that amounts to up to $100,000 annually.
  • When a client wanted to sell an existing contaminated site, we helped identify the liable parties, negotiated access rights to permit those parties and the state of Michigan to investigate and develop a clean-up plan. We also participated in negotiations to maximize the use of the local Brownfields redevelopment financing program as well as state Waterfront Grant dollars to create an incentive for cleaning up and redeveloping the site.