Randolph R. Smith Jr.

Associate

Randolph "Randy" R. Smith focuses on corporate and securities, mergers and acquisitions, and international business transactions.

Mr. Smith assists clients in all aspects of the life-cycle of a company, including:

• Structuring and organizing the company
• Negotiating among shareholders
• Raising capital
• Protecting the company's intellectual property
• Handling employment-related issues, such as non-competes
• Preparing confidentiality, sales and supply agreements
• Counseling clients on the sale of their business
  

Experience

• Acting as company and trustee counsel for multi-million dollar leveraged employee stock ownership plan (ESOP) transactions and related corporate restructurings
• Negotiating and drafting agreements for multimillion-dollar stock purchases and sales, and asset purchases and sales
• Conducting large due-diligence projects related to acquisitions involving, for example:
  • The purchase of distressed loans by a major U.S. finance company
  • The divestiture of U.S. steel companies by a German bank
  • The $150 million bid to purchase a U.S. mining company
  • The $325 million and $37 million purchases of hotel portfolios by a Spanish company
  • The $20 million sale of a software company
• Handling the acquisition of the trademarks of a major soft drink company in 170 different countries
• Handling trademark applications for start-up companies, as well as handling the long-term trademark maintenance
• Drafting technology-related agreements, including service agreements for voice-over intellectual property, Web hosting, and trademark and technology license agreements
• Preparing manufacture and assembly agreements between a Brazilian company and U.S. company, and a sales representative contract between a U.S. electrical supply company and an Ecuadorian company
• Mr. Smith's private equity experience includes counseling a U.S.-Mexico money transfer business, a hedge fund and various other companies on state and federal securities laws related to raising capital, including preparation of the private placement memorandum

Illustrative ESOP Representations

• A designer and manufacturer of licensed brands of children's apparel, in the reorganization and recapitalization of the company and several affiliates (including the statutory merger of affiliates and purchase of membership interests), and subsequent leveraged-ESOP transaction for the transfer of $36 million of Class B ESOP Convertible Preferred Stock, including creation of trust and plan, primary financing transactions ($65 million revolving credit facility), distribution of S-corporation AAA balances, debt subordination and intercreditor relationships, and subordinated security interests and pledges of assets and stock
• The trustee in the reorganization and recapitalization of an apparel manufacturer, and subsequent leveraged-ESOP transaction for the transfer of $90 million of Class B ESOP Convertible Preferred Stock of company stock, including creation of trust and plan, primary financing transactions, distribution of S-corporation AAA balances, debt subordination and intercreditor relationships, and subordinated security interests and pledges of assets and stock
• The trustee in the reorganization and recapitalization of an architecture and engineering firm, and subsequent leveraged-ESOP transaction for the transfer of $13.6 million of Class B ESOP Convertible Preferred Stock of a captive management company as required by professional service regulations, for a management buy-out
• The trustee in the reorganization and recapitalization of a footwear manufacturer, and subsequent leveraged-ESOP transaction for the transfer of $13.4 million of Class B ESOP Convertible Preferred Stock of company stock, including creation of Trust and Plan, primary financing transactions, distribution of S-corporation AAA balances, debt subordination and intercreditor relationships, and subordinated security interests and pledges of assets and stock

Speeches and Presentations

"The Art of M&A Due Diligence," Georgia and Florida Continuing Legal Education Seminar  (2001)

Previous Experience

While pursuing his International M.B.A., Mr. Smith worked for the law firm Muñoz de Toro y Muñoz de Toro in Buenos Aires, Argentina, where he drafted an underwriting agreement for asset-back securities valued at $50 million involving Argentina's first investment-grade credit card receivable trust. He also gained experience in handling general corporate matters for U.S. companies doing business in Argentina.

Since 2002, Mr. Smith has served as an interpreter with Honduras Outreach of Atlanta for a plastic surgeon, general surgeon, anesthesiologist, and neurologist during medical missions to Honduras. He has had intensive business-language training at the Instituto Tecnológico de Estudios Superiores de Monterrey in Guadalajara, México.

Education

Professional Memberships

Atlanta Bar Association
International Transactions Section
        Board Member
        Past Chair