Pierce Atwood's Business Group counsels enterprises large and small on both their daily business needs and most crucial business transactions. Known for our core strengths in serving middle-market companies, we assist clients of every size, from NYSE-listed companies to the proverbial entrepreneurs in a garage. Our clients are involved in industries as diverse as life sciences, medical devices, software, telecommunications, footwear and apparel, banking and financial services, renewable energy, petroleum products distribution and forestry products.

Our Business Group seeks to be an integral part of our clients' management teams, intimately familiar with their business goals and imperatives, while coordinating the delivery of relevant expertise from the firm's other practice groups. Nimble and responsive, we focus on strategies that drive value for clients.  Whether the matter involves the purchase or sale of a business, an offering of securities to finance growth, a strategic investment or a contract with an important new customer, we provide insightful leadership and timely, practical advice to get the deal done.

Areas of Expertise

Our Business attorneys assist clients in the formation of joint ventures and other strategic partnerships, customer relationships, contract drafting and review and other business law matters. We take particular pride in providing practical, real-time business counseling, drawing upon the wide range of situations and circumstances we have encountered advising diverse clients in diverse industries. We also regularly counsel boards of directors of public and private companies on fiduciary duties, conflicts of interest, director and officer liabilities, and shareholder disputes. We are often retained as counsel to special board committees in these matters.

Representative Experience

We represented an energy provider in a commercial agreement to sell compressed natural gas (CNG) to commercial customers and a related $6 million convertible preferred equity investment in the CNG supplier.

Compressed Natural Gas Sales in Maine

We have been engaged to represent Ocean Renewable Power Company, LLC in connection with its conversion into a corporation and a subsequent Series A financing.

Corporate Conversion & Series A Financing for Ocean Renewable Power

We represented a newly formed company in the semiconductor robotics industry in its initial formation, establishing the documentary and procedural basis for clean intellectual property ownership and employee equity incentives. We then assisted this client in structuring and negotiating its initial financing from an international strategic investor.

Formation of Semiconductor Robotics Company

Gum Spirits Productions, based in Portland, Maine, has been producing independent films since 2003. Pierce Atwood saw Gum Spirits through a private offering to raise funding for the film Three Priests. We also set up the corporate structure, including with respect to investor interests, of Three Priests LLC, acted as production counsel for Three Priests, and worked with Gum Spirits to secure and negotiate distribution for the film.

Gum Spirits Productions Corporate Matters

We represent Icelandic shipping company Eimskip in its US trade and related matters.

Icelandic Shipping Company in U.S. Trade Matters

Representation of GO Lab, Inc., d/b/a TimberHP, a startup company helping to revitalize Maine’s forest products industry by repurposing a former paper mill to develop and manufacture environmentally responsible wood fiber insulation, in all aspects of the development of its business.

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Innovative Insulation Manufacturer

We serve as general counsel to Ocean Renewable Power Company, LLC, a developer of tidal energy technology and projects. Our work includes successful applications for FERC and state environmental authorizations for product trials in Western Passage off the Maine coast, a program that is now implemented in Alaska and Canada.

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Ocean Renewable Power Company General Counsel

We are working with Dixville Capital LLC to bring back to life and dramatically expand the historic Balsams Grand Resort Hotel in New Hampshire. The project will involve real estate assembly, negotiation of critical path agreements with various constituents, capital markets access, permitting, and resort and real estate development. In addition to working with startups, through our Catalyst Program we also work with investors that are involved with launching and re-launching businesses throughout the country.

Redevelopment of Balsams Grand Resort Hotel

We assisted the owners of OrthoLite in a successful recapitalization involving the sale of equity interests to a private equity firm and the rollover by management of a significant continuing equity position. Headquartered in Amherst, MA, with offices in Portland, OR and Hong Kong, and manufacturing facilities in China and Vietnam, OrthoLite is the world's leading supplier of comfort insoles. OrthoLite sells more than 140 million pairs of insoles annually, for use in footwear brands by Adidas, ASICS, New Balance, Merrell, Nike, Puma, Vans and Timberland.

Successful Recapitalization for Ortholite

We represented a Maine-based manufacturing company in a supply agreement with a key parts supplier and a related $2.5 million subordinated secured loan with equity conversion features to the supplier.

Supply Agreement & Subordinated Secured Loan

Pierce Atwood serves as counsel for the New England Ocean Cluster House - a place for entrepreneurs to come together, collaborate, and grow their businesses, which are all focused on the commercialization of new ocean-related products. Located in Portland, Maine, the New England Cluster House is the result of a combined effort between The Icelandic Ocean Cluster, North Atlantic Assets & Soli DG, Inc. of Maine and MENADO, an initiative of the Maine International Trade Center.

Supporting New Businesses: The New England Ocean Cluster House

Our attorneys have extensive experience in accessing capital markets through a variety of mechanisms. In the past few years alone, we have assisted issuers and underwriters in an array of capital markets transactions raising hundreds of millions of dollars, ranging from underwritten public offerings of common stock or convertible debt securities, to common stock and convertible debt PIPEs, to tax-exempt bond financings. We understand the rhythm and timing of these transactions, the urgency of hitting market windows, and the process of getting through SEC review. We have experience working with Canadian counsel in cross-border offerings involving both the US and Canadian capital markets.

Representative Experience

On behalf of our client, the Markley Group, we successfully negotiated a $240 million syndicated bank financing package with TD Bank. Markley Group is New England's largest and longest operating multi-tenant, mission-critical telecommunications and data center facility.

$240 Million Line of Credit Successfully Negotiated

We assisted Advantage Capital Partners in organizing and establishing a NMTC-based pooled loan fund under the federal and State of Maine new markets tax credit programs. Through the pooled loan, Advantage increased its investment power and positioned itself to help more business grow. We assisted with the subsequent $10 million debt, convertible debt, and equity investment in a veterinary pharmaceutical company. We also assisted with a $27 million investment in a manufacturer producing merchandise displays systems.

Advantage Capital Partners NMTC-Based Pooled Loan Fund

We helped Massachusetts and California based Advanced Cell Technology grow from an angel-backed start-up through several venture rounds and ultimately to a publicly traded platform. Advanced Cell Technology is one of the world’s leading companies commercializing stem cell cloning technologies. We helped Advanced Cell with multiple rounds of private and ultimately public capital raising, numerous joint ventures, technology transfer arrangements, licensing transactions, and management of their intellectual property assets.

Angel Backed Start-Up Success

We helped our client Bristol Seafood, a Portland based seafood processor and distributor, to raise equity capital from two new investors. The investment involved common and preferred instruments and resulted in a substantial minority stake being sold. Bristol Seafood’s incumbent management team remains in place and they will now be able to significantly expand operations. One of Bristol Seafood’s new investors is David Roux, formerly of Lewiston, Maine, who is a partner in the noted private equity firm Silver Lake Partners.

Bristol Seafood Equity Capital Investment

Represented Cate Street Capital, Inc. in connection with acquisition, disposition, and financing of their portfolio of companies, including private placements, structured finance, tax advantaged finance, and traditional M&A activity. The Cate Street portfolio includes Red Desert (water reclamation facility); Sunlight Partners (solar technology development); Thermogen Industries (biocoal manufacturing); Purified Plastics (recycling and manufacturing facility); Burgess Biopower (75 MW renewable power generation facility) and Organic Nutrition Industries (renewable proteins).

Cate Street Capital Portfolio Company Matters

We provided comprehensive representation of a renewable energy facilities developer in a series of tax exempt bond financings, a preferred stock and warrants PIPE, a private placement of common stock and five underwritten public offerings of common stock and convertible debt.

Commercial Finance Work for Renewable Energy Facilities Developer

We have been engaged to represent Ocean Renewable Power Company, LLC in connection with its conversion into a corporation and a subsequent Series A financing.

Corporate Conversion & Series A Financing for Ocean Renewable Power

We provided counsel to a venture capital fund in its investments in various entities including a developer of demand chain management software, a developer of clinical billing and practice management software and a developer of wind energy facilities.

Counsel to Venture Capital Fund

Gum Spirits Productions, based in Portland, Maine, has been producing independent films since 2003. Pierce Atwood saw Gum Spirits through a private offering to raise funding for the film Three Priests. We also set up the corporate structure, including with respect to investor interests, of Three Priests LLC, acted as production counsel for Three Priests, and worked with Gum Spirits to secure and negotiate distribution for the film.

Gum Spirits Productions Corporate Matters

Lead counsel to ImmuCell Corporation in $9 million public offering of common stock. ImmuCell is a growing animal health company that develops, manufactures and markets scientifically-proven and practical products that improve the health and productivity of dairy and beef cattle.

ImmuCell $9 Million Public Offering

We assisted the owners of OrthoLite in a successful recapitalization involving the sale of equity interests to a private equity firm and the rollover by management of a significant continuing equity position. Headquartered in Amherst, MA, with offices in Portland, OR and Hong Kong, and manufacturing facilities in China and Vietnam, OrthoLite is the world's leading supplier of comfort insoles. OrthoLite sells more than 140 million pairs of insoles annually, for use in footwear brands by Adidas, ASICS, New Balance, Merrell, Nike, Puma, Vans and Timberland.

Successful Recapitalization for Ortholite

We successfully closed a $12.5 million SEC-registered common stock offering for our client, The First Bancorp, Inc., a $1.4 billion asset bank holding company headquartered in Damariscotta, Maine. This transaction enabled the client to redeem the remaining outstanding preferred stock it had issued to the U.S. Treasury Department under the TARP program in 2009 and achieve a significantly lower cost of capital.

The First Bancorp Closes on Stock Offering

Representation of a video advertising management company in connection with $9 million credit facility.

Video Management Company Credit Facility

Clients turn to Pierce Atwood for critical mergers and acquisitions transactions, long the core of our Business Group's practice. Whether selling a cherished business built over generations or a fast-growing company built on the latest innovation, spinning off a non-core subsidiary or buying a key new strategic business, our clients look to Pierce Atwood's business attorneys to navigate the process. We seek a lead role in these transactions, negotiating and structuring the deal terms, managing the due diligence process, documenting all aspects of the transaction and taking it to closing. We coordinate multidisciplinary teams bringing to bear the firm's full resources, applying the firm's expertise in the areas of antitrust, banking and financial services, employment and employee benefits, environmental, intellectual property, real estate, and tax as needed. We have assisted clients with successful transactions throughout the United States, in Canada, and in several countries in Europe and Asia.

Representative Experience

We assisted Sprague Operating Resources with the $22 million acquisition of the natural gas marketing and electricity brokerage business assets of Metromedia Gas & Power, Inc. and its subsidiaries.

$22 Million Acquisition

Pierce Atwood served as lead counsel to Casella Waste Systems in its $47 million acquisition of waste disposal assets in western Massachusetts and Albany, New York from publicly traded Republic Waste and its affiliates.

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$47 Million Acquisition of Waste Disposal Assets

Represented Brascan Corporation/Great Lakes Hydro America (publicly traded real estate and power generation company headquartered in Toronto) in the acquisition out of bankruptcy of paper mills in Maine from Great Northern Paper Company. $140 Million Acquisition of Paper Mills (Bankruptcy District of Maine)

Acquisition of Bankrupt Paper Mills

We represented the Town of East Millinocket, Maine in its acquisition of the East Millinocket mill, the former Great Northern Paper Co. LLC mill site. The acquisition was the culmination of over a year and half of work by town leaders and a variety of agencies to buy the property.

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Acquisition of East Millinocket Mill

Assistance and counsel on acquisition and development of new groundwater sources.

Acquisition of New Groundwater Sources

Represented Anthem Insurance Companies, Inc. in its $102.5 million acquisition of Blue Cross and Blue Shield of Maine.

Anthem $102.5 Million Acquisition of Blue Cross/Blue Shield of Maine

Pierce Atwood participated in Backyard Farms’ transition to the Mastronardi Family. As a wholly-owned affiliate of Mastronardi Produce, Ltd., Backyard Farms will continue to grow its operations and maintain its successful recipe for producing high-quality greenhouse-grown tomatoes while providing excellent employment opportunities for Mainers.

Backyard Farms Joins the Mastronardi Family

Pierce Atwood advised BTU International, a publicly traded global supplier of thermal processing equipment, in a stock for stock, tax-free merger with Amtech (NASDAQ: ASYS), a global supplier of production and automation systems.

BTU International Tax-Advantaged Merger

Pierce Atwood acted as real estate and environmental permitting counsel for Calpine Corporation in its $530 million acquisition of the 809 MW Fore River Generating Station in North Weymouth, Massachusetts from Exelon Corporation in 2014. Pierce Atwood attorneys from the Real Estate, Energy, Environmental and State and Local Tax practice groups worked seamlessly to analyze and resolve the many complex land use, tax, and environmental issues. The initial bid preparation through purchase agreement negotiation was accomplished in 15 weeks. Our work included analysis and management of complex tidelands, former coal ash disposal, dual fuel delivery requirement, and management of active MassHighway bridge relocation through the center of project site.

Calpine Acquisition of Fore River Generating Station

Represented Casella Waste Systems in connection with the acquisition of waste hauling and handling company, Oceanside Rubbish, Inc., based in Sanford, Maine.

Casella Acquisition in Maine

Pierce Atwood represented Casella Waste Systems in the acquisition of Complete Disposal Company, Inc. and its subsidiary, United Material Management of Holyoke, Inc., owner and operator of a solid waste transfer station in Holyoke, Massachusetts.

Casella Acquisition in Massachusetts

Represented Casella Waste Systems, Inc. in connection with the acquisition of waste hauling company Central Maine Disposal Corporation based in Fairfield, Maine.

Casella Acquisition of Central Maine Disposal

Represented Cate Street Capital, Inc. in connection with acquisition, disposition, and financing of their portfolio of companies, including private placements, structured finance, tax advantaged finance, and traditional M&A activity. The Cate Street portfolio includes Red Desert (water reclamation facility); Sunlight Partners (solar technology development); Thermogen Industries (biocoal manufacturing); Purified Plastics (recycling and manufacturing facility); Burgess Biopower (75 MW renewable power generation facility) and Organic Nutrition Industries (renewable proteins).

Cate Street Capital Portfolio Company Matters

Pierce Atwood represented Consolidated Communications Holdings, Inc. in obtaining approval from the Maine Public Utilities Commission of Consolidated’s acquisition of FairPoint Communications, Inc.  The all-stock transaction was valued at approximately $1.3 billion including debt and based on present equity value. 

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Consolidated Communications Acquisition of FairPoint Communications

Representation of Extreme Reach, Inc., the leading provider of video advertising management, delivery and measurement solutions across TV and digital media, in all-stock acquisition of Talent Partners, a Carlyle portfolio company.

Extreme Reach Acquisition of Talent Partners

Represented Fairchild Semiconductor in its acquisition of TranSiC, a Swedish semiconductor developer and manufacturer.

Fairchild Semiconductor Acquisition of TranSIC

Pierce Atwood represented Mercy Health System of Maine in its consolidation with Eastern Maine Healthcare Systems (EMHS). In addition to the issues involved in any large M&A transaction, including transaction structuring, drafting and negotiation of definitive documents, comprehensive due diligence, and coordination of corporate governance and organizational integration, our team has also dealt with all of the issues inherent in hospital and health system mergers, acquisitions, affiliations, and similar transactions, such as antitrust concerns, HIPAA compliance, medical and executive staff retention and consolidation, benefit plan transition, and the navigation of other relevant federal and state regulatory and licensure issues applicable to the healthcare industry.

Mercy Health System Consolidation with Eastern Maine Healthcare Systems

Representation of a major northeastern dairy products company in spinoff of Midwestern affiliate.

Northeastern Dairy Company in Spinoff

Representation of Great Bay Renewables, Inc. in connection with its acquisition by Altius Renewable Royalties Corp., a subsidiary of Canadian company Altius Minerals Corporation.

Sale of Great Bay Renewables to Canadian Company

We represented Madison Paper Industries, a major pulp and paper company, in all corporate, environmental, and real estate aspects of the sale of all of its remaining Maine assets in three separate transactions to three different, unrelated parties. Facilities sold included pulp and paper production facilities, hydropower facilities, and a closed solid waste landfill.

Sale of Pulp & Paper Manufacturer’s Assets

In a multi-office effort, a team of Mergers & Acquisitions attorneys from our Business Group represented a major Northeastern food products company in the complex spinoff of a significant subsidiary in a transaction valued at over $128 million. This transaction involved exhaustive due diligence, complex transition arrangements and intricate indemnification arrangements.

Subsidiary Spinoff for Major Food Products Company

Working together, our Business and Trusts & Estates lawyers helped our client Tom’s of Maine negotiate the sale of a controlling interest in the company to Colgate-Palmolive, in which the family retained a 16% interest.

Successful Business Transfer

We counsel public companies in connection with a variety of securities, disclosure and corporate governance matters, assisting them with SEC reporting, compliance with national securities exchange standards and rules, and state corporate law requirements. Our public company clients range from those listed on the NYSE and Nasdaq to those traded over-the-counter. We proactively help clients craft their SEC filings, make delicate disclosure decisions, and manage their Board and committee memberships and agendas in accordance with SEC and exchange rules. We bring to our clients the expertise cultivated by many members of our Business Group during their years at major metropolitan law firms, but at more cost-effective rates than those firms can offer, often through alternative billing arrangements, assisting our clients in controlling the ever-increasing expense of being public.

Representative Experience

Representation of a NASDAQ-listed issuer in a $10 million at-the-market public offering.

At-the-Market Public Offering for NASDAQ-listed Issuer

We provided comprehensive representation of a renewable energy facilities developer in a series of tax exempt bond financings, a preferred stock and warrants PIPE, a private placement of common stock and five underwritten public offerings of common stock and convertible debt.

Commercial Finance Work for Renewable Energy Facilities Developer

Lead counsel to ImmuCell Corporation in $9 million public offering of common stock. ImmuCell is a growing animal health company that develops, manufactures and markets scientifically-proven and practical products that improve the health and productivity of dairy and beef cattle.

ImmuCell $9 Million Public Offering

We successfully closed a $12.5 million SEC-registered common stock offering for our client, The First Bancorp, Inc., a $1.4 billion asset bank holding company headquartered in Damariscotta, Maine. This transaction enabled the client to redeem the remaining outstanding preferred stock it had issued to the U.S. Treasury Department under the TARP program in 2009 and achieve a significantly lower cost of capital.

The First Bancorp Closes on Stock Offering

The Business Group's Securities team has advised The Timberland Company for several years with respect to all of its Exchange Act reporting pursuant to a fixed-fee arrangement, helping this client manage its costs while improving service levels in this area.

The Timberland Company Exchange Act Reporting

Tax credits are often an important piece of financing a project, whether that project involves renewable energy, historic rehabilitation, manufacturing facilities, or commercial and residential real estate. Pierce Atwood’s attorneys have substantial experience with tax credit financing, including both state and federal new markets tax credits, historic rehabilitation tax credits, and renewable energy tax credits.  We also have substantial experience with the relatively new federal opportunity zone. We regularly work with businesses and developers to utilize these programs in a variety of ways. Because Pierce Atwood is a multi-service law firm, our tax credit attorneys draw on the knowledge and experience of our other practice groups (e.g., Business, Real Estate, Environmental, and Energy) to successfully bring projects to a financial closing. We pride ourselves on working collaboratively with our clients to find practical, efficient, and creative ways to achieve our client’s goals.

Representative Experience

We assisted Advantage Capital Partners in organizing and establishing a NMTC-based pooled loan fund under the federal and State of Maine new markets tax credit programs. Through the pooled loan, Advantage increased its investment power and positioned itself to help more business grow. We assisted with the subsequent $10 million debt, convertible debt, and equity investment in a veterinary pharmaceutical company. We also assisted with a $27 million investment in a manufacturer producing merchandise displays systems.

Advantage Capital Partners NMTC-Based Pooled Loan Fund

Representation of Athens Energy and its sister company, Maine Woods Pellet Company, in connection with all aspects of the financing of a $38 million biomass electricity generation facility, including $31 million of new markets tax credit financing ($31 million of State of Maine allocation and $7.5 million of federal allocation) and the syndication of renewable energy investment tax credits (ITC).

Athens Energy & Maine Woods Pellet Company Biomass Project Tax Credits

We advised Burgess Biopower on all aspects of financing the redevelopment of a shuttered paper mill into a state-of-the-art 75 MW biomass power plant located in Berlin, New Hampshire, which will burn waste biomass and sell power to the grid. The financing involved several sources of funds, including $63.5 million of new markets tax credit financing with allocation from six CDEs. The project also involved a $90 million section 1603 cash grant in lieu of an investment tax credit or production tax credits. The balance of the project was financed by $200 million of rated bonds provided by a consortium of financial institutions. We also advised with respect to EPC agreement, off-take power purchase agreement with PSNH and all project related agreements.

Burgess Biopower New Hampshire Mill Redevelopment

Represented Cate Street Capital, Inc. in connection with acquisition, disposition, and financing of their portfolio of companies, including private placements, structured finance, tax advantaged finance, and traditional M&A activity. The Cate Street portfolio includes Red Desert (water reclamation facility); Sunlight Partners (solar technology development); Thermogen Industries (biocoal manufacturing); Purified Plastics (recycling and manufacturing facility); Burgess Biopower (75 MW renewable power generation facility) and Organic Nutrition Industries (renewable proteins).

Cate Street Capital Portfolio Company Matters

We provided comprehensive representation of a renewable energy facilities developer in a series of tax exempt bond financings, a preferred stock and warrants PIPE, a private placement of common stock and five underwritten public offerings of common stock and convertible debt.

Commercial Finance Work for Renewable Energy Facilities Developer

Representation of Capone Iron Corporation in a $10 million new markets tax credit financing for the construction of a manufacturing facility.

New Markets Tax Credit Financing for Manufacturing Facility

Assisting Cate Street’s subsidiary Newco Energy in development and $275 million new market tax credit and Section 1603 financing of its biomass plant in Berlin, New Hampshire.

Newco Energy Development and Financing of Biomass Plant

Representation of a tax credit investor in connection with a new markets tax credit financing of a $10 million real estate development in Brunswick, Maine.

NMTC Financing of Real Estate Development

We represented the Downeast Institute for Applied Marine Research & Education, a nonprofit in Beals, Maine, with the financing of its $6.7 million expansion, including a $5 million new markets tax credit financing. The expansion will add laboratory, office, housing, storage and conference space, as well as making improvements to the existing hatchery (used to grow soft shell clams and other commercially important bivalves to restock depleted resources).

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Nonprofit Research Institute in Financing of $6.7 Million Expansion

We assisted the Farnsworth Art Museum, located in Rockland, Maine, with a combined state and federal new markets tax credit financing, helping the museum to secure capital needed for critical repairs and improvements to the building. The NMTC investment has allowed the museum, which opened in 1948 and boasts a remarkable collection of over 15,000 objects, to stay open and continue welcoming more than 100,000 visitors annually.

Preserving Access to American Art Collections

We regularly advise family and closely held businesses and their owners with respect to shareholder agreements, buy-sell agreements, and succession planning, often working in tandem with our colleagues in the Trusts & Estates Practice Group. We have a great deal of experience in handling disputes between shareholders in these types of businesses, including both asserting and defending against "freeze-out" claims and similar intra-shareholder disputes.

Representative Experience

Working together, our Business and Trusts & Estates lawyers helped our client Tom’s of Maine negotiate the sale of a controlling interest in the company to Colgate-Palmolive, in which the family retained a 16% interest.

Successful Business Transfer
Emerging Companies & Venture Capital
Catalyst Program for Startups

Representative Experience

We have assisted BlueTarp Financial Inc., a leading provider of credit and transaction information services to the building materials industry, with numerous rounds of capital raising, including a $15 million Series D Convertible Preferred Stock issuance led by Long Ridge Equity Partners and including existing investors Trinity Ventures, Highland Capital Partners and Flybridge Capital Partners. This was paired with an expansion of its senior secured working capital line of credit. We have also assisted BlueTarp with their related technology and retail financial regulatory needs.

$15 Million Series D Convertible Preferred Stock Issue

We assisted Sprague Operating Resources with the $22 million acquisition of the natural gas marketing and electricity brokerage business assets of Metromedia Gas & Power, Inc. and its subsidiaries.

$22 Million Acquisition

On behalf of our client, the Markley Group, we successfully negotiated a $240 million syndicated bank financing package with TD Bank. Markley Group is New England's largest and longest operating multi-tenant, mission-critical telecommunications and data center facility.

$240 Million Line of Credit Successfully Negotiated

Pierce Atwood served as lead counsel to Casella Waste Systems in its $47 million acquisition of waste disposal assets in western Massachusetts and Albany, New York from publicly traded Republic Waste and its affiliates.

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$47 Million Acquisition of Waste Disposal Assets

Represented Brascan Corporation/Great Lakes Hydro America (publicly traded real estate and power generation company headquartered in Toronto) in the acquisition out of bankruptcy of paper mills in Maine from Great Northern Paper Company. $140 Million Acquisition of Paper Mills (Bankruptcy District of Maine)

Acquisition of Bankrupt Paper Mills

We represented the Town of East Millinocket, Maine in its acquisition of the East Millinocket mill, the former Great Northern Paper Co. LLC mill site. The acquisition was the culmination of over a year and half of work by town leaders and a variety of agencies to buy the property.

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Acquisition of East Millinocket Mill

Assistance and counsel on acquisition and development of new groundwater sources.

Acquisition of New Groundwater Sources

We assisted Advantage Capital Partners in organizing and establishing a NMTC-based pooled loan fund under the federal and State of Maine new markets tax credit programs. Through the pooled loan, Advantage increased its investment power and positioned itself to help more business grow. We assisted with the subsequent $10 million debt, convertible debt, and equity investment in a veterinary pharmaceutical company. We also assisted with a $27 million investment in a manufacturer producing merchandise displays systems.

Advantage Capital Partners NMTC-Based Pooled Loan Fund

We helped Massachusetts and California based Advanced Cell Technology grow from an angel-backed start-up through several venture rounds and ultimately to a publicly traded platform. Advanced Cell Technology is one of the world’s leading companies commercializing stem cell cloning technologies. We helped Advanced Cell with multiple rounds of private and ultimately public capital raising, numerous joint ventures, technology transfer arrangements, licensing transactions, and management of their intellectual property assets.

Angel Backed Start-Up Success

Represented Anthem Insurance Companies, Inc. in its $102.5 million acquisition of Blue Cross and Blue Shield of Maine.

Anthem $102.5 Million Acquisition of Blue Cross/Blue Shield of Maine

Representation of a NASDAQ-listed issuer in a $10 million at-the-market public offering.

At-the-Market Public Offering for NASDAQ-listed Issuer

Representation of Athens Energy and its sister company, Maine Woods Pellet Company, in connection with all aspects of the financing of a $38 million biomass electricity generation facility, including $31 million of new markets tax credit financing ($31 million of State of Maine allocation and $7.5 million of federal allocation) and the syndication of renewable energy investment tax credits (ITC).

Athens Energy & Maine Woods Pellet Company Biomass Project Tax Credits

Pierce Atwood participated in Backyard Farms’ transition to the Mastronardi Family. As a wholly-owned affiliate of Mastronardi Produce, Ltd., Backyard Farms will continue to grow its operations and maintain its successful recipe for producing high-quality greenhouse-grown tomatoes while providing excellent employment opportunities for Mainers.

Backyard Farms Joins the Mastronardi Family

We helped our client Bristol Seafood, a Portland based seafood processor and distributor, to raise equity capital from two new investors. The investment involved common and preferred instruments and resulted in a substantial minority stake being sold. Bristol Seafood’s incumbent management team remains in place and they will now be able to significantly expand operations. One of Bristol Seafood’s new investors is David Roux, formerly of Lewiston, Maine, who is a partner in the noted private equity firm Silver Lake Partners.

Bristol Seafood Equity Capital Investment

Pierce Atwood advised BTU International, a publicly traded global supplier of thermal processing equipment, in a stock for stock, tax-free merger with Amtech (NASDAQ: ASYS), a global supplier of production and automation systems.

BTU International Tax-Advantaged Merger

For a Fortune 1000 company, we successfully negotiated a build to suit lease amendment for a 246,000 square foot corporate headquarters including federal and state registration and development of 140 lot residential subdivision.

Build to Suit Lease Amendment
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