Founder

Preston C. Delashmit, Chairman

DELASHMIT LAW FIRM LLC
975 Cobb Place Blvd., Suite 101
Kennesaw, GA 30144

Phone: 404.277.9767
Email: pcdelashmit@delashmitlaw.com

 

Preston C. Delashmit focuses his practice in the areas of corporate, securities, venture financing, with an emphasis in mergers and acquisitions, particularly leveraged employee stock ownership plan (ESOP) transactions and technology-based transactions.

In the corporate and securities area, Mr. Delashmit’s practice includes mergers and acquisitions, leveraged-ESOP transactions (S corporation and Section 1042 transaction structures) venture funding, equity and debt financing, federal and state securities laws compliance, and a wide array of transactional expertise, including asset-based secured lending; commercial real estate development and finance; acquisition and development; franchise registration and development; commercial leasing; construction law; banking regulation; bank representation in consumer credit matters; lender liability; loan workouts; physician practice matters; telehealth and computer law matters; and succession/wealth transfer planning, including partnerships, trusts, and estate planning. His clients span a wide spectrum of industries in matters involving enterprise structure, financing, and disposition for publicly and privately held corporations; technology companies with an emphasis on assisting start-up, and emerging growth companies with raising capital to launch their products and services, particularly technology-based companies featuring proprietary technologies; capital formation, organizing groups of early-stage “angel” investors, and companies seeking venture capital funding.

Mr. Delashmit’s technology practice includes telecommunications mergers and acquisitions and licensing transactions, including transactions involving the transfer and assignment of federal and state franchises and licenses, authorizations, and operating assets or the stock or ownership interests in the license holder; secured loans and other financial accommodations relative to the acquisition, construction, and operation of telecommunications markets, representing lenders and borrowers; and licensing of proprietary technologies, whether subject to patent, copyright or other protection, and support and services to telecommunications carriers.

Mr. Delashmit is a 1989 graduate of the Emory University School of Law and a graduate, with High Honors, of the Georgia Institute of Technology (Bachelor of Science in Industrial Management).

Areas Of Practice

  • Corporate Law
  • Securities Law
  • Venture Financing
  • Mergers & Acquisitions
  • Leveraged Employee Stock Ownership Plans (ESOPs)
  • Technology

Representative Matters

Corporate Transactions

  • Acquisitions and divestitures of banks and bank holding companies, aircraft parts companies, software development companies, Internet-based businesses, hospital systems, surgical centers, and physician practices
  • Purchase and recapitalization of manufacturing companies, construction and environmental companies, including licensed hazardous materials haulers, commercial waste hauling, and landfill properties
  • Section 1031 tax-deferred transactions involving telecommunications properties and commercial real estate developments
  • Leveraged ESOP transactions
  • Syndicated synthetic lease transactions
  • Sale and leaseback transactions of information technology assets, commercial real estate, and other properties
  • Represented the trustee (corporate fiduciary) in the reorganization and recapitalization of an electronics manufacturer, and subsequent leveraged-ESOP transaction for the transfer of $200 million of Class B ESOP Convertible Preferred Stock, including creation of trust and plan, primary financing transactions, secured subordinated debt, distribution of S-corporation AAA balances, debt subordination and intercreditor relationships, and subordinated security interests and pledges of assets and stock
  • Represented the trustee (corporate fiduciary) in the role of successor trustee in the negotiation of third-party sale in 2005 of an apparel manufacturer to public company traded on the Hong Kong Exchange for $135 million subsequent to a leveraged-ESOP transaction in 2001
  • Represented United Kingdom (UK) company in the acquisition of a service company serving the Maryland, Virginia, and District of Columbia markets
  • Represented a waste disposal company in the acquisition of a construction and demolition landfill operation, and related consolidation transactions of independent construction and demolition hauler, and venture-funded recapitalization transactions
  • Represented developer/operator of ambulatory surgery centers in syndication of several ASCs
  • Represented national restaurant franchisor in the reorganization of its operating companies throughout the United States
  • Represented national healthcare enterprise in the reorganization of its hospitals and operating companies throughout the United States

Financing Transactions – Regulatory Matters and Real Estate

  • Represented underwriter in shelf-registration of $41 million of common stock of electronics enterprise
  • Represented owner/developer of New York City office tower in $350 million credit facility, and issued non-consolidation opinion
  • Represented issuer in the issuance of $216.5 million of its asset-backed notes, Series 2000-A, and rendered opinions to rating agency on behalf of originator and servicer, and asset class purchaser, in connection with securitization of automobile loans
  • Represented issuer in $260 million of capital transactions in connection with restructuring financing; $55 million private placement of senior notes to qualified institutional buyers, $155 million revolving credit facility, and $50 million term note facility
  • Special intellectual property counsel to issuer (a specialty pharmaceutical company in the shelf registration and public offering of its common stock, preferred stock, subordinated debt securities, senior debt securities and warrants in one or more offerings up to a total public offering price of $100 million (or its equivalent in foreign or composite currencies)
  • Special intellectual property counsel to issuer (a biotechnology company in the initial public offering of its common stock for a total public offering price of approximately $93.4 million
  • Represented borrower in $75 million syndicated credit facility, with letter of credit facility, for building products supplier in connection with a reorganization of operations
  • Represented specialty finance company in the bout promotion financing of the World Championship bout between Lennox Lewis and Mike Tyson
  • Represented a private finance company in the negotiation and work-out of revolving credit facilities secured by equipment, inventory and receivables (borrower businesses crossed many industry sectors)
  • Represented holding company of de novo bank in regulatory matters, and subsidiary bank in asset-based financing (including secured, revolving credit facilities for office products distributor, ice cream distributor, and other manufacturing and distribution enterprises)
  • Represented public national services company in master synthetic lease program for the acquisition and development of corporate headquarters facilities, and service centers
  • Represented public transportation company in the acquisition, development, and expansion of trucking terminal and distribution center
  • Represented breakfast-food owner and franchisor (and territory franchisees) in numerous acquisition and development, or divestiture, transactions of retail, restaurant, and convenience store properties throughout the southeastern United States
  • Represented developer in the acquisition, financing, and development of multi-use coastal community development (self-storage facilities, office, and retail uses), including related private offering of preferred return, limited liability company membership interests

Technology Transactions – Mergers and Acquisitions, Licensing

  • Represented executives/acquirers in a management buy-out of five companies formed and/or operating in the United States, Mexico, England, Belgium, and Taiwan, as well as a spin-off of a Swedish subsidiary (target companies were owned indirectly by a large Japanese public company, but managed primarily by executives in Hong Kong)
  • Represented UK company in the acquisition of a Web site and Internet-based business directed to the sports community
  • Represented exchanger (in Section 1031 tax-deferred transaction) of telecommunication operating assets, federal and state licenses and authorizations, and properties in several metropolitan statistical areas and rural service areas valued at approximately $750 million
  • Represented exchanger (in Section 1031 tax-deferred transaction) of telecommunication operating assets, federal and state licenses and authorizations, and properties in several rural service areas, together with secured loans and other financial accommodations relative to the acquisition, construction and operation of subject telecommunications markets (representing the secured party)
  • Represented closely held, national computer disposal, refurbishment, leasing and sales company in the negotiation of master agreement of lease and related purchase agreement in a sale-leaseback transaction including substantially all of the computer assets of a national financial services firm
  • Represented computer remarketer in the negotiation of a master equipment removal and disposal services agreement for the removal of substantial computer assets of a national financial services firm, removal and destruction of sensitive confidential data, and remarketing of assets
  • Represented purchaser of telecommunications assets and platform from national telecommunications carriers featuring enhanced menu-routing and voice recognition capabilities
  • Represented telehealth provider of intensive care unit (ICU) remote-monitoring services and training, in the organization and offering of securities, and negotiation of strategic alliance with premiere ventilator manufacturer-distributor
  • Represented owner of telecommunications platform in the negotiation of a master services agreement providing for the collocation of platform assets at the facilities of a data center provider

Technology Transactions – Venture Financing, Capital Formation

  • Organized early-stage investment group (“angel group”) to participate in Series A Convertible Preferred Round, investing in a fabless semiconductor company that develops RFICs for the cellular telephony, wireless local area network (WLAN) and fixed broadband wireless access markets (which was the first investment of the state-funded Yamacraw Seed Fund)
  • Organized early-stage investment group to participate in Series A Convertible Preferred Round, investing in a medical informatics company focused on developing and delivering product applications using artificial intelligence (AI) and internet technology to improve the accuracy and efficiency of disease detection

Professional & Civic Activities

  • State Bar of Georgia
    – Real Property Law Section
    – Corporate Counsel Section
  • Cobb County Bar Association
    – Business Law & Litigation Section
    – President-Elect Business Law Section
  • Cobb Chamber of Commerce
    – CEO Roundtable (Yellow Team)
  • Kiwanis International
    – Kiwanis Club of Greater Kennesaw
    – Director
  • Kennesaw Business Association Member
  • Georgia Office of Dispute Resolution
    – Certified Mediator
  • Superior Court of Cobb County Mediation Program
    – Certified Mediator of Civil and Domestic Disputes
  • Fellowship of Christian Athletes (Metro Atlanta Board)
  • East Cobb PowerCore Team (Visitor Coordinator)

Admissions

  • Georgia

Education

  • Emory University School of Law, J.D., 1989
  • Georgia Institute of Technology, B.S., with high honors, 1986

Selected Publications

  • “Leveraged-ESOPs Offer Multiple Advantages,” featured interview in Metropolitan Corporate Counsel Magazine, February 2006
  • “Caution: Don’t Put That Investment Button on Your Website,” Internet publication, March 2002
  • “Licensing Technology When a Local Government is the Licensee,” Educational Services, November 2000
  • “Lender Liability: Bad News and Good News,” Georgia Bankers Association Newsletter, June 1990

Selected Speaking Engagements

  • Presenter and Panelist, “Growth Companies: Legal and Business Considerations,” Institute of Continuing Legal Education in Georgia, September 13, 2013
  • Panelist, “Private Companies and Private Wealth in Transition: The Process and Solutions,” 2006 Association of Professional Investment Consultants Annual Educational Conference, Phoenix, Arizona, June 6-9, 2006
  • Panelist and Presenter, “The Demographic of the Decade: Exit Strategies,” 2006 Association of Professional Investment Consultants Annual Educational Conference, Phoenix, Arizona, June 6-9, 2006
  • Presenter and Panelist, “Early-Stage Legal Issues and Common Mistakes: How to Organize a Technology Business and Attract Capital Negotiation of Venture Capital Term Sheet and Stock Purchase Agreement,” 230th American Chemical Society National Meeting and Exposition, Division of Small Chemical Businesses
  • Symposium: “From Lab Dreams to Business Reality: An Entrepreneurship Tutorial for Scientists,” Washington, D.C., August 28 to September 1, 2005
  • Co-presenter, “Mock Negotiation of Venture Capital Term Sheet and Stock Purchase Agreement,” 6th Annual Venture Capital Transactions program, Institute of Continuing Legal Education in Georgia, April 15, 2005
  • “Corporate Organizational Structure, Incentives and Productivity Enhancements, and the Use of Leveraged-ESOP (Employee Stock Ownership Plan) Transactions,” Business Exchange Conference, British Council, Kiev, Ukraine, October 2004
  • “Leveraged-ESOP (Employee Stock Ownership Plan) Transactions: Are They Too Good to Be True?”” Spring Venture Conference program, Sea Island, Georgia, March 2004
  • “Top 10 Legal Mistakes of Early-Stage Tech Companies and How to Avoid Them,” program sponsored by SouthEast Regional Internet Society (SERIS), March 2002
  • “Buying and Selling Privately-Held Businesses,” Institute of Continuing Legal Education in Georgia program, 2000
  • Co-author, “The Selling of a Business: A Play in Three Acts” Institute of Continuing Legal Education in Georgia program,1999
  • “Buying and Selling Privately-Held Businesses,” Institute of Continuing Legal Education in Georgia program, 1999