Zeppos Law Group LLP

Recent engagement - $11.7 million land acquisition and construction project: Zeppos Rautiola’s ability to provide sound business advice and legal counsel is important in properly structuring transactions and developing effective tax minimization strategies. This project in the Inland Empire involved a car dealership, where our client acquired the land and built the dealership. They needed legal assistance not only in the land purchase but also with real estate financing and establishing a new business entity. How ZR helped: Our attorneys negotiated the purchase and sale, construction contract, title review, legal entity structuring for the new real estate acquisition company, and real estate financing.

Recent Engagement: $10+ million commercial real estate workout: Deal Summary: The potential for commercial real estate loan default is a stark reality to many government entities and business owners. Risk factors such as low vacancy rates, imprecise valuations and negative cash flow all put a strain on owners, especially those are over-leveraged. It is this scenario that caused a multiple-property holder to engage Zeppos Rautiola recently in a $10+ million loan workout. How ZR helped: When the loan was called in a Notice of Default, ZR worked tirelessly to negotiate a deal with a new lender and to structure the deal so that our client was in a better position to manage their cash flow and make timely payments.

Recent engagement - business acquisition with $43 billion German conglomerate This complex transaction with a multi-billion dollar company hinged on Zeppos Rautiola’s ability to provide sound and sophisticated legal advice in a multi-faceted international transaction. ZR represented BTCPower (Broadband TelCom Power, Inc.) in the sale of the company to innogy e-mobility US LLC, which is a wholly owned subsidiary of Innogy SE, an energy company based in Essen, Germany. BTCPower... is a US Company based in Santa Ana CA. and is a leader in the North American electric vehicle charging market. BTCPower will continue to operate as an independent company. The current management team will remain in place, overseeing operations and manufacturing both at the company headquarters in Santa Ana, CA and the newly expanded manufacturing facility in Cebu, Philippines. How ZR helped: Our attorneys negotiated mezzanine financing and all aspects of negotiating and structuring the purchase on behalf of the seller. This included recapitalization, existing vendor and other business contracts, and corporate compliance. ZR’s ability to provide effective legal counsel across all aspects of this transaction was crucial in a smooth and time-efficient deal.

Recent engagement - $11.7 million land acquisition and construction project: Zeppos Rautiola’s ability to provide sound business advice and legal counsel is important in properly structuring transactions and developing effective tax minimization strategies. This project in the Inland Empire involved a car dealership, where our client acquired the land and built the dealership. They needed legal assistance not only in the land purchase but also with real estate financing and establishing a new business entity. How ZR helped: Our attorneys negotiated the purchase and sale, construction contract, title review, legal entity structuring for the new real estate acquisition company, and real estate financing.

Recent engagement - $10+ million business acquisition Zeppos Rautiola’s ability to work with investors can be critical in helping middle-market business owners to cash out of their businesses. In this recent matter, we helped the owners to not only successfully sell their business but also to settle existing real estate financing. How ZR helped: Our client was a long-time owner of a commercial dealership, which also had liability for a real estate lease. ZR brought in a business broker and through an angel fund arranged a very attractive stock purchase. ZR also was able to obtain new real estate financing, which allowed the seller to fully divest of the enterprise. The acquisition was mostly cash, allowing our client to move on to other investments and personal interests.

Cecily M. Ginger, J.D. has joined the firm as an Associate practicing in the areas of Estate Planning, Business & Corporate Transactions. Cecily Ginger began her legal career working for a reputable business law and estate planning firm where she gained valuable experience in a range of matters. She has strategized with business owners on business entity formation to maximize asset protection, and to secure favorable tax treatment of the entity. Cecily has experience drafting... corporate formation documents including operating agreements, bylaws, corporate meeting minutes, and corporate resolutions. She also counsels business owners on estate planning and asset protection strategies that dovetail with owners’ business entities and plans. Cecily also has extensive experience drafting complete suites of estate planning documents for clients, which help to insulate clients’ assets from probate and creditors. She earned her J.D from University of San Diego School of Law, and a B.A. in Global Studies and B.A. in Spanish from the University of California, Santa Barbara. Cecily speaks Spanish. See more

Recent Engagement: $10+ million commercial real estate workout: Deal Summary: The potential for commercial real estate loan default is a stark reality to many government entities and business owners. Risk factors such as low vacancy rates, imprecise valuations and negative cash flow all put a strain on owners, especially those are over-leveraged. It is this scenario that caused a multiple-property holder to engage Zeppos Rautiola recently in a $10+ million loan workout. How ZR helped: When the loan was called in a Notice of Default, ZR worked tirelessly to negotiate a deal with a new lender and to structure the deal so that our client was in a better position to manage their cash flow and make timely payments.

Recent Engagement: Sale of company to a New York-headquartered, national firm Deal summary: Zeppos Rautiola regularly helps clients in the sale of their companies, often as an exit strategy for retirement. In this recent matter, we assisted in the sale of a retirement and benefits plan company to a New York-headquartered, national firm. How ZR helped: Our client had grown over the years through a previous merger and ownership involved in-house management as well as outside i...nvestors. Top management personnel were within 5-10 years of retirement and seeking a method to cash out of the business and generate stable retirement income. At the same time, the acquiring firm provided a means for ongoing service of our client’s many accounts, which was critical to their succession planning. Zeppos Rautiola’s work included negotiations, due diligence and deal structuring to ensure that the transaction fully met the client’s short and long-term requirements.

Recent engagement: sale of $10mm financing portfolio. Deal summary: Zeppos Rautiola has significant expertise in mergers and acquisitions. A recent matter involved the sale of a financing portfolio, valued at nearly $10 million, to a New York private equity firm. How ZR helped: ZR has acted as outside General Counsel for this client, which provides financing services for small business transactions, for many years. A buyer approached our client with an interest in purchasin...g a portfolio of accounts in order to create a steady income stream over the life of the financed accounts. Initially the deal faced obstacles due to buyer terms but ZR overcame these obstacles during negotiations (including a demand for personal continuing guaranties that was later revoked) and successfully structured the transaction. Further, ZR negotiated and structured the corporate sales structuring, involving a new LLC, $3 million in upfront cash and up to $7 million in additional purchase price over 3 years through an earn-out. In addition, our work included due diligence, deal structuring and tax planning. The transaction was completed on a very timely basis within 30 days.

Recent engagement news! $3.2 million real estate transaction. Deal summary: Zeppos Rautiola is often engaged to assist in major real estate transactions. A recent matter involved a $3.2 million acquisition of a 12,000 s.f. commercial real estate building for the new headquarters of a national merchant processor. How ZR helped: This deal was consummated in only 4 days, involving intense deadlines and highly detailed proceedings, while meeting the very stringent requiremen...ts of the New York-based hedge fund seller. The short fuse was due to the initial primary lender pulling out at the last minute due to a conflict, leaving our client with the possibility of losing its earnest money deposit if financing wasn’t secured. A lender was secured that could handle the quick turnaround and ZR attorneys worked tirelessly to consummate the deal. Our work included negotiations, due diligence, title, corporate financing and lease evaluation (several existing sub-tenant leases were in place, which required assessment of rights in order to terminate them). See more