Matthew R. Godfrey

Matt focuses his practice on general corporate, transactional, securities and gaming matters with an emphasis on mergers & acquisitions, private equity transactions, the representation of emerging companies in securities and corporate governance matters and private placements of securities.

In mergers & acquisitions matters, Matt focuses on the buy- and sell-side of transactions involving emerging and middle-market companies. Matt has experience in the representation of financial sponsors and strategic buyers and with sales of substantial family businesses and private equity portfolio companies. In addition, Matt has assisted in public-to-private leveraged buy-outs, domestic and international joint-ventures and corporate recapitalizations.

Recent Representative M&A Transactions

• Represented the selling private equity funds in the sale to a strategic buyer at a greater than $150 million valuation of a private equity portfolio company operating integrated casino resorts in multiple jurisdictions.
• Represented a venture-backed software start up in the telecom sector in its merger with the U.S. operating subsidiary of a public company at a greater than $60 million valuation.
• Represented a family-owned chemicals manufacturing and distribution business in the sale of its assets to a strategic buyer at a greater than $60 million valuation.
• Represented a multi-site casino operator in recapitalization transactions resulting in a change-of-control at a greater than $50 million valuation.
• Represented an entrepreneur-owned international commercial real estate brokerage and development services business in the sale of its assets to a public company at a greater than $35 million valuation.
• Represented the selling private equity funds in the sale to a strategic buyer at a greater than $30 million valuation of a portfolio company engaged in light industrial manufacturing for onward distribution to the consumer market.
• Represented a publicly-traded manufacturing-distributing conglomerate in the carve-out and disposition of its construction materials business to a strategic buyer at an approximately $30 million valuation.
• Represented an entrepreneur-owned medical imaging and diagnostics business in the sale of its assets to a private equity portfolio company at an approximately $25 million valuation.

Recent Representative Venture Capital Transactions

• Represented a television production company in a $10 million Series A offering to a venture capital fund at a valuation of $100 million.
• Represented a family office as lead investor in a $1.5 million recapitalization investment in a logistics and support business serving the railroad industry at a $13.5 million valuation.
• Represented a start-up company developing cloud-based SaaS technology in a $1 million Series Seed offering to a venture capital fund at a valuation of $8.7 million.
• Represented the founder of an emerging company in the Media & Entertainment industry in a $10 million secondary transaction.
• Represented the developer of a fast-casual restaurant concept in a $2.5 million initial capital raise at a valuation of $6.3 million.
• Represented a start-up software developer in the healthcare industry in a multiple raises aggregating over $4.0 million.

Recent Representative Securities and Corporate Governance Matters

• Advised the board of directors of a Fortune 500 company regarding multiple CEO searches and negotiation of resulting CEO employment agreements.
• Advised the acquiring management consortium in proxy solicitation and corporate governance for a management buyout (MBO).
• Advised a multi-site casino company in the tender offer for and redemption of its debt securities registered under the Securities Act of 1933.