Jacqueline Feliciano

MERGERS & ACQUISITIONS  

Jacqueline provides transactional and contractual support to contractors, roofing manufacturers, and distributors in the domestic marketplace. Jacqueline also assists clients in buying and selling businesses, with a majority of the acquisitions she’s handled being in the construction industry.   

Representative Experience  

• Assisted shareholders of various roofing and construction companies with pre-closing restructuring of the company pursuant to a tax-free F reorganization, and subsequent conversion of a state corporation to a state limited liability company. 
• Assisted majority shareholder in the conversion from a state corporation to a Delaware limited liability company, with a subsequent election to be converted to a C Corporation in preparation for sale of company.  
• Represented holding company in purchasing a roofing company and assisting with drafting and negotiations of purchase agreement, lease assignment, diligence schedules, and related transaction documents. 
• Assisted seller of a roofing company with drafting and negotiations of earn-out relating to sale of business. 
• Represented mechanical company’s affiliate with drafting and negotiating documents for lease build-out and real property subleases.  
• Represented member in the sale of asphalt company that was seller financed. 
• Assisted construction company in entering into the Florida market and establishing Florida operations.  

As reflected in the foregoing, in addition to representing clients with mergers and acquisitions, Jacqueline can assist clients with needs related to the primary transaction. This includes drafting and negotiating employment or transition services agreements, lease agreements, and license agreements for intellectual property. She also counsels clients on tax planning and consults with CPAs to determine the best tax structures. 

COMMERCIAL TRANSACTIONS  

In addition to M&A transactions handled by Jacqueline, Jacqueline assists clients with complex commercial transactions. Such transactions include drafting and negotiations of promissory notes, security agreements, cross-collateralization agreements, pledge agreements, subordination agreements, affidavits related to ownership, and related loan documents.    

TAX PLANNING AND TAX-FREE REORGANIZATIONS 

The transactions described above include various complex tax implications and tax structures. In addition to the tax planning that comes with commercial transactions, and related mergers and acquisitions, Jacqueline has assisted various clients in the following transactions:   

• Conversion from a state corporation to another state limited liability company; 
• Contributions under Section 721 from a federal tax perspective;  
• Federally tax-free reorganization with qualified subsidiary elections (Q-Sub);  
• Tax elections available for stock versus asset purchases with analysis relating to tax allocations.