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William M. Osterbrock

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Bill Osterbrock is a co-leader of Baker Donelson's Land Conservation and Real Estate Syndications practice and concentrates his practice on mergers and acquisitions and traditional and non-traditional financing/complex lending transactions.

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Acquirer's counsel for $40 million acquisition of two related mining and logistics companies in Louisiana.

Represented an industrial packaging equipment manufacturer with the development and negotiation of joint venture and development agreements with plastics and other packaging material manufacturers, as well as the development of this client's standard customized manufacturing equipment customer sales agreements used in connection with transactions in the U.S. and Central America.

Issuer's/Promoter's counsel for a $23 million private placement offering for a real estate conservation syndication involving mining property in Mississippi.​​​​​

Professional Biography

Overview

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).

Representative Matters
  • Mergers and Acquisitions

  • Acquirer's counsel for $40 million acquisition of two related mining and logistics companies in Louisiana.

  • Corporate counsel to affiliated cellular telecommunications companies in connection with a $20 million corporate consolidation.

  • Seller's counsel for $8 million telecommunications tower portfolio.

  • Seller's counsel for $20 million billboard media portfolio.

  • Acquirer's counsel for $6 million acquisition of commercial truck and trailer sales, leasing, parts distributor and repair business.

  • Acquirer's counsel for $13 million acquisition of a records storage, management and destruction, magnetic media protection, and document imaging business.

  • Acquirer's counsel for $230 million acquisition of a casino and hotel property in Mississippi.

  • Purchaser's counsel for various portfolios of subprime loans secured by commercial and residential mortgages and creation of a securitization vehicle.

  • Represented a private equity fund in the acquisition of a $128 million asset portfolio from a private seller and The Royal Bank of Scotland.
  • Represented an issuer of a Luxembourg-domiciled $1 billion asset-backed securitization bond program in the redomestication of the issuer from Luxembourg to Ireland.

  • Represented a large Texas-domiciled property and casualty insurance company in the acquisition of 100 percent of the outstanding stock of a smaller Texas-domiciled property and casualty insurance company for an acquisition price of $23 million.

  • Represented a seller in an asset sale of a multi-site collocation services company for a combined cash and stock purchase price of approximately $10 million.

  • Represented a large independent franchisee in connection with multiple asset purchase and sale transactions involving various brands of franchise restaurants. (Acquisitions and divestures valued between $250,000 – $750,000 each).

  • Represented a purchaser and servicer of large portfolios of consumer health care receivables with respect to extensive corporate restructuring and asset protection planning. Representation also included structuring numerous joint venture arrangements with private equity funds and multiple acquisitions of consumer debt portfolios.

  • Represented a purchaser of large portfolios of dealer-generated consumer automobile loans with respect to the negotiation and preparation of multiple asset purchase agreements and dealer loan origination agreements for the purchase of automobile loan portfolios, as well as the divesture of non-performing loans.

  • Represented one of the merger partners in the successful merger of two urology medical practices located in Georgia.

  • Represented a large publicly-held insurance holding company, working with a team of attorneys to facilitate the spinoff of client's entire Medicare prescription drug business to another publicly-held corporation. Approximate size of transaction valued at more than $85 million.

  • Represented the purchaser of a solar energy contracting company, as part of the initial roll-up of a platform of related companies.
  • Represented a real estate holding investment group with respect to the acquisition, resale and related financing of a 20-acre commercial property site in Georgia for the development of a mixed-use retail, office and residential facility. Transaction valued at approximately $12 million.

  • Represented a mining company and its affiliated entities in the acquisition of substantially all of the assets of two frac sand and aggregate mining facilities located in East Baton Rouge Parish and Allen Parish, Louisiana for a total purchase price of $40.5 million and related acquisition financing of $25 million by a private equity firm out of Houston, TX.
  • Securities and Finance

  • Issuer's/Promoter's counsel for a $23 million private placement offering for a real estate conservation syndication involving mining property in Mississippi.​​​​​

  • Issuer's/Promoter's counsel for a $22 million private placement offering for a real estate conservation syndication involving mining property in Mississippi. ​​​​​​

  • Issuer's/Promoter's counsel for a $2 million private placement offering for a real estate conservation syndication involving residential and outdoor recreational hunting club in Georgia. 

  • Issuer's/Promoter's counsel for a $7 million private placement offering for a real estate conservation syndication involving residential/estate home development in Tennessee.  ​​​​​​​

  • Issuer's/Promoter's counsel for a $17 million private placement offering for a real estate conservation syndication involving mining property in Mississippi. ​​​​​

  • Issuer's/Promoter's counsel for a $12 million private placement offering for a real estate conservation syndication involving mining property in Mississippi. ​​​​​

  • Issuer's/Promoter's counsel for three "sister funds" engaged in a $3 million private placement offering for a real estate conservation syndication involving residential development in Georgia.  

  • Issuer's/Promoter's counsel for a $21 million private placement offering for a real estate conservation syndication involving mining property in Mississippi. ​​​​​​​

  • Issuer's/Promoter's counsel for a $10 million private placement offering for a real estate investment focused on investments in residential and other-income producing properties located in Florida, Georgia and Texas.

  • Issuer's/Promoter's counsel for a $34 million private placement offering for a real estate conservation syndication involving mixed-use and resort development property located in Florida.

  • Issuer's counsel for a $6 million private placement offering for private equity fund focused on strategic investments in funeral home businesses and related real estate throughout the southeastern United States.

  • Issuer's counsel for open-end private placement offering for a southern Georgia-based agricultural products distribution company.

  • Issuer's/Corporate counsel to a private equity group with respect to re-domestication of Curacao-based investment fund to Ireland, the transfer of the fund's assets to a Delaware trust and amendment to the fund's current revolving credit facility with a large U.S. bank. Transaction involved an offering of $500 million (USD) of fixed rate notes on the Irish Stock Exchange and the consolidation of multiple portfolios of assets having a total approximate book value of $950 million.

  • Issuer's/Corporate counsel to a private equity fund with respect to a corporate reorganization and an internal transfer of approximately $25 million in asset portfolios involving various newly-created, German limited partnerships and Delaware limited liability companies. Project also included the restructuring of an existing $200 million credit facility with a large U.S. bank, a subordinated loan with large private German bank and multiple internal subsidiary loans.

  • Issuer's counsel to a Texas non-profit corporation in the development of a $5 million private securities offering of secured promissory notes for the funding of various endowment programs for religious organizations.

  • Issuer's counsel to a number of clients to develop securitization vehicles for private securities offerings involving commercial mortgages, consumer loans, health care receivables, subprime automobile dealership loans or "buy here, pay here" type loans, equipment leases, life settlements and viatical settlements, insurance premium finance loans and various types of accounts receivable. Such transactions often involved the creation of off-shore structured finance vehicles for the participation of institutional investors and foreign investors, including, in some instances, foreign governments.

  • Issuer's counsel for a newly-formed 503B pharmaceutical compounding facility in the successful completion of a $5.8 million private placement offering.

  • Issuer's counsel for a newly-created Georgia-based Affordable Care Organization in connection with a $7 million private placement offering. ​​​​​​​

  • Issuer's counsel to an international hedge fund based in the Cayman Islands organized to invest in distressed European bank assets and other financial institutions. ​​​​​​​

  • Bond counsel for a light industrial developer on two projects in Fulton County, Georgia, involving the issuance of $42 million and $34 million in taxable revenue bonds, respectively, by the local development authority.

  • Bond counsel for a large paper products manufacturer in connection with a $275 million capital improvement to its existing facilities in Arkansas and the securing of industrial revenue bond financing in connection therewith.

  • Borrower's counsel for $100 million secured term loan.

  • Borrower's counsel for $15 million asset-based revolving credit facility. ​​​​​​​

  • Borrower's counsel for a $12.5 million revolving term loan secured by a portfolio of cellular telecommunications towers.

  • Borrower's counsel for a $10 million revolving term loan secured by a portfolio of cellular telecommunications towers.

  • Borrower's counsel for $20 million loan assumption and reaffirmation transaction.

  • Lender's counsel for combined $5 million revolving credit facility and $8 million term loan.

  • Lender's counsel for $3 million revolving credit facility for natural disaster recovery contractor. ​​​​​​​

  • Borrower's counsel for $50 million secured revolving credit agreement with a private bank.

  • Borrower's counsel for $5.5 million construction loan for commercial development.

  • Borrower's counsel for multiple transactions involving factoring arrangements for client's accounts receivable.

  • Borrower's counsel for insurance holding company with respect to the restructuring of its subsidiary's debt and the creation of an intercompany revolving credit facility and related insurance regulatory filings.

  • Commercial and General Business

  • Represented an industrial packaging equipment manufacturer with the development and negotiation of joint venture and development agreements with plastics and other packaging material manufacturers, as well as the development of this client's standard customized manufacturing equipment customer sales agreements used in connection with transactions in the U.S. and Central America.
  • Represented a manufacturer of solar power generation equipment located in California with respect to a RFP bid process and subcontractor agreement for construction of a power generation facility in South Africa.

  • Represented a golf-training equipment manufacturer in the development and negotiation of multiple exclusive distribution and licensing agreements with distributors of manufacturer's products in Shenzhen, P.R. China, Hong Kong, United Kingdom, the Middle East, Trinidad and Tobago and South Korea.

  • Represented an in-store media and marketing design and implementation company with respect to various architectural and interior design services and installation agreements for the development of consumer research centers in the United States and Shanghai, P.R. China for a large international consumer products manufacturer.

  • Currently serve as outside general counsel for a manufacturer of an outdoor convection smoker with specific emphasis on negotiation of supplier and distribution agreements for the manufacture and distribution of the client's products. Also represented the CEO of the company in an extensive and prolonged buyout process of other equity owners; and, in connection therewith, a receivables factoring arrangement with a private funding source. Assisted this client with the completion of an exclusive distribution and private-labeling agreement with a large outdoor grill manufacturer and celebrity endorser.

  • Currently serve as outside general counsel to architectural firm located in Georgia.

  • Currently serve as outside general counsel to a growing frac sand and gravel mine company and transload facility operator located in Mississippi and Texas.

  • Served as outside general counsel for an architectural design firm, which holds a number of U.S. patents for structural steel frame designs.

  • Served as outside general counsel for an intermodal container manufacturing and logistics company.
Professional Honors & Activities
  • Named in 2010 and 2011 a "Rising Star" by Georgia Super Lawyers
  • Member – Atlanta Bar Association
    • Board of Directors – Corporate Counsel Section (2008 – 2017)
    • Chair – Corporate Counsel Section (2011 – 2012 and 2015 – 2016)
  • Member – State Bar of Georgia
    • Partnership and Limited Liability Company Legislative Committee
  • Member – National Association of Bond Lawyers  
  • Vice Chair – Greater North Fulton Chamber of Commerce, Tech Forum (2015)

Industries

Education

  • Syracuse University College of Law, J.D., 2005, cum laude
    • Law Review and Moot Court Honor Society
  • Michigan State University, B.A. in Criminal Justice, 2000
  • Michigan State University, B.A. in Law and Society, 2000

Admissions

  • Georgia, 2005
  • New York, 2017
  • U.S. District Court for the Northern District of Georgia, 2006

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