John L. Babala

John Babala is a partner in the Business Transactions Department of Wildman Harrold. John focuses his practice on acquisitions and dispositions, private equity investments (for companies and funds), offerings of debt and equity securities (including SEC compliance), and restructurings and financings. He regularly represents private equity sponsors, as well as their portfolio companies, in a wide range of corporate, securities law and corporate governance matters. In addition, he represents borrowers, lenders, placement agents and underwriters in corporate finance and capital markets transactions.

John has experience in representing senior, mezzanine and subordinate lenders, as well as borrowers, with respect to in-court and out-of-court restructurings and work-outs involving all types of collateral, including real estate. He coordinates a variety of sub-specialties brought to bear in restructurings and workouts, such as prepackaged bankruptcy proceedings, 363 sales of assets out of bankruptcy, foreclosure auctions and sales, deeds in lieu of foreclosure, restructurings of municipal debt through issuance of refunding bonds secured by real estate, and other alternatives.

John acts as outside general counsel to public and private companies in industries such as aerospace and defense, asset management, broker-dealer, commercial and merchant banking, energy, health care, investment banking, investment fund, marine services, private equity, real estate, securities, software, technology and third party logistics. His experience includes representing parties from, or transactions in, Africa, Australia, Canada, China, France, Japan, Mexico, the United Kingdom and the United States.

John has been recognized as a Super Lawyer "Rising Star" by Law & Politics, publishers of Los Angeles Magazine. He publishes and lectures regularly on corporate law, mergers and acquisitions, and securities.

Representative Experience:

Restructuring of approximately $40 million of senior secured and subordinated debt, including conversion of subordinated debt to equity, litigation forcing the buyout of certain equity holders, and related sale of underlying real property and project involving the decommissioned Abitibi Consolidated Sheldon Paper Mill located in Harris County, Texas, just outside of Houston, including 1,864 acres of real property
Represented First Chicago/Lennar Trust I in issuance of $476 million in commercial mortgage certificates, Series 1997-CHL1 (certificates evidence subordinated interests in 26 separate segregated pools of commercial and multifamily mortgage loans and/or participations in individual commercial and multifamily mortgage loans)
Represented 1250 Oceanside Partners, L.P., in the restructuring of the partnership, including $50 million real estate acquisition, related $33 million acquisition of general and limited partner interests and $22 million acquisition of additional limited partner interest
Represented First Republic Bank (NYSE: FRB) in $28 million acquisition of Southwest Asset Management Company
Represented General Electric Capital Corporation (NYSE: GER) in $11 million kicker buy-out of Runaway Bay-Oxford Associates L.P. relating to $44 million in first and second participating mortgage loans
Represented General Electric Capital Corporation (NYSE: GER) and its affiliates in over $1 billion in asset-based revolving and term loan facilities
Represented a real estate developer with a $541 million senior mortgage loan and $34 million mezzanine loan by a leading Scottish bank group, together with a subsequent restructuring of the loans to, among other things, increase the principal amounts of the loans to an aggregate of $650 million for the developer, secured by approximately 10 projects involving real property in Arizona, Hawaii, New Mexico and Scotland
Represented a leading insurance and financial services company with respect to an aggregate of over $1 billion in revolving and term loan facilities, secured primarily by real estate, made available to troubled companies
Restructuring of approximately $1 billion of tax-exempt municipal bonds, secured by real estate and related co-generation projects and assets, on behalf of unofficial committees of secured creditors (consisting of a majority of institutional tax-exempt bond funds), including:
Represented Zebra Technologies Corporation (NASDAQ: ZBRA) in its $201 million acquisition of Eltron International, Inc. (NASDAQ: ELTN) and $50 million acquisition of Comtec Information Systems
Represented Zoran Corporation (NASDAQ: ZRAN) in its $140 million acquisition of Nogatech, Inc.
Represented Roxio, Inc. (NASDAQ: ROXI) in its $150 million spin-off from Adaptec, Inc. (NASDAQ: ADPT)
Represented a private equity fund in its $221 million acquisition and private equity financing of 11 professional services companies
Represented one of the largest public Japanese advertising agencies in its acquisition of a substantial interest in the second largest independent advertising agency in Los Angeles
Represented the most profitable Jiffy Lube franchisee in the U.S. with over 90 stores in five states, in its $75 million leveraged buy-out sponsored by a leading New York-based private equity fund, including options and leases relating to the franchisee’s real estate holdings
Represented TIMEC Holdings, Inc. in its $115.5 million sale to Transfield Services (International) Pty Limited
Represents underwriters, placement agents and finders relating to issuances in excess of $30 billion in public and private issuances of securities as well as with day-to-day corporate matters including engagement letters, due diligence and securities advice
Represented BofI Holding, Inc. (NASDAQ: BOFI), parent of Bank of Internet USA, a consumer focused, FDIC insured, nationwide savings bank operating primarily over the Internet with $1 billion in assets
Represented NovaMed Eyecare, Inc. (NASDAQ: NOVA) in its initial public offering
Represented a leading Los Angeles-based private equity fund for S-3 and related securities filings with respect to its conversion of $220 million of Series A Preferred Stock of a leading publicly-held rent-to-own company
Provided counsel in the $130 million fund formation for a publicly-held Houston-based oil exploration and production company investing capital in start-up and emerging growth companies, principally in the energy, energy services and energy transmission businesses
Regularly provides representation for private equity investments on both sides of the transaction

Publications And Presentations:

Speaker, "Managing Business in a Down Economy," B. Riley & Company Annual Investor Conference, Las Vegas, Nevada, March 17-19, 2009

Professional Associations:

American Bar Association

State Bar of California, Business Law Section; Cyberspace Law Committee

Society of Corporate Secretaries and Governance Professionals, Smaller Public Companies Task Force

Bar Admissions:

California, 2001

Illinois, 1998

Ohio (Inactive)

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