Howard Unterberger represents corporations, partnerships and individuals in corporate securities, mergers and acquisitions, and commercial transactions from a range of industries, including financial services, retail, agriculture, technology and health care. Howard regularly assists senior management in dealing with legal issues particular to their operating businesses. Howard dedicates a significant amount of time to emerging growth companies (private and publicly traded), helps them establish their legal infrastructure and advises them on capital raising activities.
Howard's practice in the areas of corporate and finance law includes public offerings of stock and debt instruments. He advises clients relative to SEC proxy statements and public filings. He counsels corporate directors and officers on federal and state securities laws, conflict of interest policies, interlocking directorates, and other issues of corporate governance. Howard also negotiates and documents bank loans for clients. His expertise also embraces securities law compliance work relative to preparation, registration, document filing, and special reporting requirements.
Howard's experience in the health care field includes mergers and acquisitions of health plans, hospitals, physician groups and ancillary providers. He has also orchestrated financings for a variety of health care organizations.
Howard has participated in the negotiation and documentation of numerous real property transactions, with particular expertise in retail leases and in commercial loans secured by real property.
Representative Matters
- Represented a California-based publicly held health care management services organization in 15 physician organization merger and acquisition transactions valued in excess of $100 million, obtaining public and private capital financing and the provision of ongoing advice in health care regulatory and corporate matters
- Represented a national radio syndicator in connection with the $70 million sale of the business to a publicly traded communications conglomerate
- Represented a California-based publicly held health care management services organization in connection with a $155 million credit facility used for acquisition financing and working capital
- Represented a national retailer in a $25 million sale of convertible preferred stock in a venture capital financing to Rosewood Capital
- Represented a publicly traded consumer products company manufacturing shelf-liner products including the purchase from a publicly held company of the shelf-liner trademark and product lines and certain other assets for $72 million
- Advised a national retailer in several merger and acquisition transactions
- Represented a manufacturer of consumer products, the issuer of a private placement of $112.75 million of secured notes through Lazard Freres & Co., LLC, followed by an SEC registered offering of a new series of notes in exchange for the outstanding privately placed notes
- Counseled a national retailer in connection with the preparation and filing of an initial public offering for $69 million
- Advised a retail housewares chain in connection with a $40 million secured credit facility
- Represented a large, publicly traded land and water development company in connection with the issuance of $36.5 million of convertible debt and the registration for resale with the SEC of the securities issuable upon conversion of such debt
- Represented a publicly held health care management services organization in completing the purchase of a chain of four local hospitals for approximately $100 million
- Represented several publicly held entities with respect to compliance with applicable rules and regulations of the SEC and national securities exchanges, including assistance in preparation of required filings under the Securities Act of 1933 and the Securities Exchange Act of 1934
- Represented a privately held medical laboratory in connection with a sale of the laboratory for approximately $15 million
- Represented a natural resources corporation in its $180 million stock acquisition of a large agricultural concern
- Represented a newly formed limited liability company in its purchase of a laser vision practice for approximately $30 million
- Represented a large publicly traded natural resources corporation in registrations for resale on From S-3 of common stock underlying convertible debt in four offerings valued at approximately $42 million, $87 million, $15 million, and $12.8 million
- Represented a manufacturer, distributor and retailer of heavyweight cruiser motorcycles in the registration for resale on Form S-3 of common stock underlying preferred stock and warrants in an offering valued at approximately $12 million
- Represented a large publicly traded natural resources corporation in connection with refinancing of a $30 million revolving credit facility
- Represented the issuer of a private placement of $115 million of secured notes through Smith Barney, followed by SEC registration of a new series of notes exchangeable for the outstanding privately placed notes
- Represented large California agricultural grower in connection with a $40 million Debtor in Possession loan facility. This DIP facility was used as a seasonal financing package to provide working capital for the grower during its then current growing season.
- Represented a California land development company in a comprehensive refinancing and restructuring. Components of the restructuring included extension of the maturity date of the company's loan facility, equity placements, conversion of outstanding preferred stock, and divestiture of an operating subsidiary.
Activities
- Adjunct Professor, Loyola Law School, Los Angeles, "Business Planning 1: Financing the Start-Up Business and Venture Capital Financing," Spring 2011
Professional Qualifications and Memberships
Howard is admitted to practice in California, and is a member of the Los Angeles County Bar Association (Business & Corporation Section).
Howard has served since 1984 as a volunteer general counsel of the Defending Dissent Foundation, a nonprofit corporation, and was elected to its Board of Directors in 1993. Howard has been a member of the Los Angeles Hillel Council Board of Directors since 2002.
Howard has been named a Southern California Super Lawyer since 2005, as published in Los Angeles Magazine and Southern California Super Lawyers Magazine.
Education
Howard received his BA magna cum laude from the University of Pennsylvania and his JD cum laude from Harvard Law School.