Jonathan Fingeret

Focus Industries

Jon actively represents several companies in the Food and Beverage space, including a major peanut sheller, an energy bar manufacturer, and a company importing and distributing sparkling wine. He also has significant experience in the metals industry, having served as general counsel for a company sourcing raw materials and providing outsourced services for the global steel industry.

Representative Matters

Mergers & Acquisitions

• In-house counsel representing target/acquired company in $1 billion purchase by renown family office
• Represented sellers in $200 million sale of amusement theme parks operator.
• Represented private equity seller in distressed sale auction of hazardous waste logistics company
• In-house counsel representing purchaser in $12 million acquisition of non-ferrous metal processing business
• Represented seller in $232 million asset sale of playing card manufacturing business
• Represented purchaser in acquisition of aggregate/ready-mix facility
• Represented seller of email marketing company in $10 million merger transaction
• Represented private equity owner in $40-plus million stock swap merger transaction for oilfield services portfolio company
• Represented private equity purchaser in $42 million acquisition of industrial fuel dispensing manufacturing business
• Represented private equity purchaser in $57 million acquisition of landfill gas power generation company
• Represented consumer company purchaser in acquisition of cosmetics brand

Commercial Contracts Representative Transactions

• Negotiated and coordinated contracts and related financing structures for 20-plus domestic and international bulk sales and purchases of scrap metal, iron ore and iron ore substitutes

• Negotiated and drafted blanket long-term relationship agreements between industrial services provider and multiple major steel manufacturers
• Negotiated and drafted long-term, exclusive raw material supply agreements between industrial services provider and multiple major steel manufacturers
• Negotiated and drafted long-term relationship agreement between professional services consulting firm and national media conglomerate
• Negotiated and drafted master services and framework agreements between peanut shelling company and multiple domestic and international customers
• Negotiated and drafted 100-plus acquisition-focused non-disclosure agreements for investment industry focused venture capital fund
• Negotiate and draft numerous settlement and release agreements relating to resolution of commercial business disputes including disputes arising from M&A indemnification provisions
• Negotiated and drafted sale leaseback agreements for heavy industrial equipment

Material Transactions and Projects

• Represented borrowers in negotiation, implementation, and compliance with multiple asset-based credit facilities.

• Represented project sponsor in $37 million New Market Tax Credit financing for industrial service facility
• Represented project sponsor in unwind of $22.5 million New Market Tax Credit financing to develop a food manufacturing facility
• Oversaw legal implementation of corporate name change for international business operating in 40-plus jurisdictions
• Represented pod-cast servicing company in registering for value added taxes in 12+ international jurisdictions
• Represented landfill gas power generation company in development of pipeline gas conversion facility
• Represented industrial service provider in conversion of $7 million trade obligation to secured loan and enhanced service relationship
• Represented industrial service provider in dissolution and liquidation of foreign subsidiaries
• Represented industrial service provider in negotiations with state tax authorities in disputes regarding sales and commercial activities taxes
• Represented metal recycling company in joint venture to develop non-ferrous slag treatment process and extraction facility
• Represented industrial service company in dispute over insurance recovery for business interruption claim
• Oversaw management of global insurance program for international industrial services company
• Implemented and oversaw operation of international tax planning structure through formation of multiple entities in various tax shelter jurisdictions

Corporate Restructurings and Buyout Transactions

• Represented private equity owners in $35 million dividend recapitalization transaction involving senior debt, mezzanine debt, and incremental equity investments.

• Represented real estate investment group in conversion of portfolio holding entities to limited liability companies and consolidation of ownership and management structures
• Represented non-ferrous metal processing service company in internal roll-up restructuring transaction
• Represented wine distribution company in buyout of original founding member and implementation of new management structure
• Represented wine distribution company in termination of celebrity endorsement relationship
• Represented accounting firm partner in separation from existing firm and establishment of new practice
• Represented minority shareholder of software company in global exit sale transaction
• Represented minority shareholder of metal fabrication company in divorce-related buyout transaction
• Represented founding partners in formation of law firm

Entity Formation, Venture Investments, and Capital Raises

• Represented health care system in venture investments in medical service providers and technology development firms. 

• Represented investment group in issuance and sale of partnership and LLC membership interests to fund acquisition of development rights in brownfield industrial property, including preparation of applicable disclosure materials, partnership/LLC agreements, and purchase/sale agreements
• Represented multiple real estate investment groups in formation of multi-tier entity structures (parent holding company — subsidiary operating/property owner companies) and drafting of applicable partnership and operating agreements
• Represented individuals and investor groups in multiple convertible note and Series A investments in early-stage companies
• Represented mobile app development company in issuance of Simple Agreement for Future Equity rights
• Represented wine distribution company in multiple capital formation transactions
• Represented investor in purchase of ownership interest in home restoration services franchisor

Securities Issuances and Compliance

• In-house counsel representing the issuer in an initial public offering on the NYSE

• In-house counsel representing NYSE listed company on securities disclosures and compliance matters
• In-house counsel representing publicly traded company in compliance with NYSE listing manual and exchange rules
• Design and oversee Insider Trading and Regulation FD policies for publicly traded companies
• Oversee transfer agent interactions for publicly traded companies
• Maintain capitalization tables and stock ledgers for multiple private companies
• Oversee Section 16 insider filings for major private equity fund portfolio companies and representative directors
• Represent issues in response to SEC comment letters
• Represent early-stage companies in private placements of equity and debt securities

Previous Professional Experience

• Partner, Pennsylvania Law Firm (2020–2022)
• Partner, Pittsburgh-based Law Firm (2007–2010)
• Associate, Denver Office of an International Law Firm (1996–1998; 2000–2007)
• Senior VP and General Counsel, TMS International LLC (2010–2019)