Mr. Osterbrock's practice primarily focuses on mergers and acquisitions and traditional and non-traditional financing/complex lending transactions, including private equity investments, leveraged buyouts, private placement securities offerings (including Regulation D and S offerings), real estate syndications, asset-based securitizations, real estate financing, secured transactions, commercial lending, structured finance and municipal finance. Mr. Osterbrock serves on Baker Donelson's Opinions Committee.
Mr. Osterbrock's representative clients include private equity groups, growth funds, hedge funds, commercial and private banks, real estate developers and promoters, telecommunications developers, investors and promoters, insurance companies, mid-market companies and Fortune 500 companies. He has extensive experience in the telecommunications, oil field services, and mining and aggregate industries.
In addition to his specialized areas of practice, Mr. Osterbrock serves as "outside general counsel" for a number of smaller privately-held companies, handling a variety of general business matters and corporate transactions, and managing litigation both in the United States and internationally.
His transactional work regularly includes negotiating and structuring manufacturing, licensing and distribution agreements; dealer agreements, sales and marketing agreements; management agreements; logistics services agreements; transloading agreements; company formations, organizations and restructurings; joint venture agreements; business combination and divestiture transactions; credit facilities; factoring arrangements; private placement securities offerings (including real estate syndications); equity option agreements; municipal financing and commercial real estate acquisitions and financing.
Mergers and Acquisitions Practice
Mr. Osterbrock regularly counsels and represents business clients, ranging from smaller growth companies to large Fortune 500 companies, with strategic alliance and joint venture agreements; asset pool acquisitions and divestitures; and business enterprise acquisitions and divesture transactions that include strategic acquisitions of competitors, corporate spin-offs and restructurings, shareholder buyouts and buy-ins, and enterprise and subsidiary sales.
Securities and Structured Finance Practice
Mr. Osterbrock's securities and finance practice includes the structuring of U.S. and international private securities offerings (both equity and debt offerings), including follow-on offerings, special purpose vehicle (SPV) acquisition offerings, preferred stock offerings and rights offerings, Rule 144A institutional offerings and investment fund formations. In addition, he has represented a number of asset-based lenders, originators and issuers in connection with the creation of asset-based lending programs and securitization programs, including acquisitions and divestures of multiple classes of asset portfolios and the development of securities offerings and investment funds "backed" or secured by such portfolios. Mr. Osterbrock regularly works with clients to structure tax-exempt financings, including serving as bond counsel for industrial revenue bond offerings and as bank counsel for municipal financings involving direct pay letters of credit and standby letters of credit. Mr. Osterbrock regularly serves as both lender's counsel and borrower's counsel with respect to traditional bank lending transactions, including revolving credit facilities, term loans and mezzanine financing.
Commercial Real Estate Practice
From a real estate perspective, he has also worked extensively with business clients in the purchase and sale of commercial real estate, setting up joint venture arrangements, development and management agreements, conservation easement private placement offerings/syndications and similar transactions, and the procurement of construction and development loans and other real estate financing (both traditional and private equity, including mezzanine loans).