What Sets Us Apart
At Suender & Associates, we have broad experience in all of the areas important to our clients: law, business, finance, and strategy. Our clients are successful business people and entrepreneurs who excel at operating and growing their businesses. Our clients' successes often bring them face to face with much larger players having very deep legal, financial and operating teams. We level the playing field with exceptional advice at a reasonable cost.
About Suender & Associates, LLC.
We are a boutique law firm focused on mergers and acquisitions, corporate finance, corporate organization, governance and planning, and general commercial and transactional matters. Our clients tend to be smart, successful, entrepreneurial owners with tremendous experience running their own business and limited or no experience in buying or selling a business. A significant majority of our clients are engaged in transactions with large, sophisticated strategic and financial buyers represented by very experienced teams of legal, financial, and internal experts. We strive to level the playing field with excellent advice at an affordable price.
Mergers and Acquisitions
Corporate Organization, Governance, and Planning
General Commercial and Transactional Matters
Represented owner of a company engaged in the production and installation of large format, architectural, and environmental graphics in its sale to a leveraged private equity group roll up. Transaction complexities included the (a) “drop down” of the assets of three separate businesses into a Delaware limited liability company, which was then acquired by the buyer, (b) negotiation of a subordinated promissory note with sophisticated senior and mezzanine lenders, (c) negotiation of owner employment agreement, and (d) complex working capital and earnings adjustments (both of which proved to be $0). ISRA de minimis quantity exemption.
Represented a purchaser of leading supplier of traffic control products, traffic solutions and emergency and response maintenance. In addition to asset purchase documentation, included negotiation of highly leveraged SBA loan, subordinated seller notes, employment agreements, and commercial lease.
Represented owner of an IT management and consulting services business in its sale to private equity group for cash, a subordinated note and equity in the parent holding company. In addition, the transaction included negotiating (a) the termination of the seller’s franchise agreement with its franchisor, (b) multi-year employment agreement and (c) a limited liability company agreement with multiple classes of equity rights, transfer restrictions, tag/drag along rights, and other buy-sell provisions.
Represented the owner of metal service provider and recycler in asset sale to private equity company for cash and subordinated note. Included negotiation of subordination agreements with sophisticated senior and mezzanine lenders.
Represented the owners of business engaged in the business of manufacturing printed materials, including cash, subordinated note, subordination agreements (SBA Loan), commercial lease, and note guaranty.
Represented the owners of different accounting practices in sales of their practices to other accounting firms, including cash, earn outs, and consulting agreements.
Represented a dental practice in acquisition of competitor’s practice, including all aspects of related SBA senior financing and negotiation of commercial lease with purchase options.
Representative transactions at MedQuist included:
- Sale of over 60% of the outstanding capital stock of MedQuist to Philips Electronics in tender offer valued at over $1.1 billion.
- Purchase of largest competitor in stock-for-stock pooling of interest valued at over $250 million.
- Purchase of large competitor through 363 bankruptcy auction for $25 million cash.
- Purchase of assets of company in a highly leveraged transaction including secured senior debt (Chemical Bank), mezzanine debt (Heller Equity Capital), warrants, re-financing of all outstanding debt, and earn out to sellers.
- Tender offer for all of the issued and outstanding shares of a public company in a tax free stock swap.
- In excess of 65 other acquisitions, divestitures and financings of all types in the US, Canada, and UK, including, for example:
- cash deals for assets or stock
- earn outs
- leveraged buy outs
- reverse and triangular mergers
- poolings of interest (both asset and stock deals)
- stock swaps etc.
- Filing of several registration statements on Form S-3 and Form S-1 with the SEC including, for example, a $170 million offering of over 5.1 million shares by Goldman Sachs and an S-1 for 2.2 million shares (6,600,000 million shares after subsequent splits) by Robertson, Stephens & Company as lead underwriters.
- Multiple senior, mezzanine, and seller debt financings both secured and unsecured.
John M. Suender
John is the founding member of Suender & Associates, as well as the owner and President of Suender M&A Advisors, LLC.
John has over 25 years of practical merger and acquisition (M&A) experience bringing a unique blend of business, financial, and legal skills to the table for his clients. Throughout his career, John has been involved in more than 100 acquisitions, divestitures, offerings, and financings ranging in value from under $1 million to over $1 billion.
M*Modal (f/k/a MedQuist Inc.), Nashville, TN—1992-2004
- Executive Vice President, Chief Legal Officer and Secretary
- Executive Vice President—Mergers & Acquisitions
Prior to founding Suender & Associates and Suender M&A, John served as EVP, Chief Legal Officer and EVP of Mergers & Acquisitions for MedQuist Inc. (now M*Modal) from 1992–2004. John was responsible for all aspects of the legal function of this publicly traded company with $500 million in revenue and a workforce of more than 10,000 people. In addition to general legal advice, primary legal services included mergers and acquisitions, SEC compliance, contracts administration, real estate leasing, intellectual property matters, handling of EEOC and employment matters, corporate governance, and general corporate matters. John also served as the secretary to the Board of Directors. The Company’s human resources department reported to John. Lastly, during the search for a new CEO, John served as one of three members of the “Office of the President.” He also served as the executive in charge of the company’s coding and information services division for an interim period.
- Synova Healthcare Group, Inc. (OTC BB: SNVH.OB) (2006–2007)
- A-Life Medical, Inc., San Diego, CA (2002–2004)
- Our Lady of Lourdes Health Foundation, Camden, NJ (Chairman of Strategic Planning Committee—2001–2009)
- Tavistock Country Club (Second Vice President, Chairman of Green Committee)
- Dickinson School of Law (J.D. 1988), cum laude; Dickinson Law Review; Prentice Hall Tax Award; Woolsack Honor Society; Anthony C. Falvello Award
- St. Lawrence University (B.S. 1982), Psychology
- University of Pennsylvania—coursework in Dynamics of Organization
- Temple University—Estate Planning Legal Certification