Casey W. Riggs
Co-Founder & Member
Casey spends his time on two primary practice areas. He assists business clients in wide variety of corporate and business matters, such as mergers and acquisitions/sales of businesses, raising capital through venture capital and private debt and equity financings, developing bonus, long-term incentive, and equity/phantom equity plans, entity formation, and other general corporate, contract, and business issues. Casey also assists individuals and families with estate planning and estate and trust administration. Casey’s ability to offer a combination of these areas has proven especially effective for companies considering transition or an exit event.
For Business Clients
Casey represents both buyers and sellers in mergers and acquisitions. This work involves assisting with negotiation of term sheets or letters of intent, supervising due diligence, and drafting and negotiating purchase and sale agreements and related documents such as escrow agreements, earn-out agreements, promissory notes, noncompetition agreements, employment or consulting agreements, and transition services agreements. Casey helps clients get these deals closed quickly and efficiently while minimizing post-closing risks.
Many of Casey’s clients are experiencing rapid growth and need to raise outside capital, which may come from bank financing, friends and family, angel investors, and/or venture capital or private equity funds. Casey guides clients through this process from the term sheet or letter of intent stage through the closing of a financing transaction.
Frequently, Casey’s clients are seeking creative ways to attract, retain, and compensate key employees. This often includes designing and implementing bonus plans, long-term incentive plans, phantom equity plans, restricted stock/stock option plans, and profits interest plans for limited liability companies. Casey helps clients understand the differences among these types of arrangements and select and implement the plan that is right for them.
Business owners planning to sell often ask Casey to get involved early on to help with exit or transition planning. This usually involves income and estate tax planning and making sure the selling business’s legal contracts and affairs are in good order to maximize the value of the business for potential buyers and avoid unexpected issues that can slow down a deal (or in the worst case, kill the deal altogether).
Most of Casey’s clients need contracts reviewed and negotiated from time to time. This may include contracts with employees, customers, and vendors. Casey routinely assists clients with day-to-day contract negotiation and often represents clients on a fixed monthly fee basis for these services.
Casey helps startup businesses develop a solid legal foundation at the outset. This work often includes providing advice with respect to entity selection, drafting organizational documents and agreements, making sure clients have appropriate contracts in place (e.g., customer and supplier contracts and contracts with employees and contractors). Casey also helps startup clients identify other key legal issues and find advisors who can assist them (e.g., trademarking brand names and handling employment issues).
For Estate Planning Clients
Casey also assists clients in a wide variety of estate planning and estate administration matters.
Mergers & Acquisitions
- Closed an acquisition of a division of a public company in the technology space for approximately $13 million.
- Closed an acquisition of a staffing business by a strategic buyer valued at approximately $3M, including earnout.
- Served as co-counsel on acquisition of a software company operating out of India for cash and stock consideration.
- Closed an acquisition by a private fund of a medical technology company through a cash-out merger.
- Closed an acquisition of a commercial furniture dealer and installer through a merger transaction.
- Closed an asset sale to a strategic buyer valued at approximately $20M (depending on post-closing earn-out results and other contingent consideration).
- Closed an asset sale to a publicly traded, strategic buyer valued at up to $10M (depending on post-closing earn-out results and other contingent consideration).
- Closed an asset sale of a transportation and logistics company to a private equity buyer valued at approximately $9.5M.
- Closed the sale of a division of a family-owned business to a strategic buyer for approximately $2 million.
- Closed the sale of a retail business operating 46 locations to a strategic buyer.
- Closed the equity sale of an entity operating an employee assistance program to a strategic buyer for approximately $2.5 million.
Venture Capital/Debt and Equity Raises
- Represented a financial services company in a $200M capital raise through the issuance of debt through a special purpose entity.
- Represented a financial services company in an $8M capital raise through the issuance of preferred limited liability company interests.
- Represented a company in a $10M “swing line” from private investors.
- Represented a staffing company in a $10M capital raise through the issuance of Class A-2 limited liability company interests.
- Represented a technology company in a $3M Series A-2 financing from two financial services firms and existing Series A-1 investors.
- Represented a technology company in seed rounds, a Series A round that raised $5.5 million, and a Series B round that raised $17M.
- Represented several startup companies within and outside the technology sector in early stage rounds of equity raises, including by issuance of convertible notes and preferred equity.
Equity Compensation Arrangements
- Represented a financial services company in implementing a wide variety of key employee compensation plans, including short-term and long-term bonus plans, change in control bonus plans tied to equity value, and profits interests plans.
- Represented a product reseller in developing a key executive employment agreement, unit appreciation rights plan, and short-term bonus plan.
- Implemented an incentive units/profits interest plan for a technology company.
104 Continental Place
Brentwood, TN 37027
University of Louisville Brandeis School of Law (J.D. 2003), graduated with honors
University of Tennessee (B.S. 2003), Finance
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