Andrew D. Spruiell

Associate

Denver

Tel 303.379.2280
Fax 303.296.3956

Boulder

Tel 303.279.2280
Fax 303.296.3956

Andrew D. Spruiell advises established and emerging companies in corporate, licensing, commercial, and acquisitive transactions. Andrew’s matters have involved buy- and sell-side acquisitions, initial formation, venture capital and private equity financings, mergers and acquisitions, strategic business partnerships and collaborations as well as complex intellectual property licensing.

He works with clients in a variety of industries, including life sciences, medical device, software and software as a service, brewing and distilling, telecommunications, natural and organic products, heavy manufacturing, Fintech and engineering. He is a member of Ballard Spahr’s Fintech and Payments Team and Emerging Companies and Venture Capital Group.

Services

Experience

Representative Matters

Mergers and Acquisitions

Served as lead counsel for a precast concrete manufacturing company on $99.5 million sale to a private equity-backed strategic buyer
Served as primary outside counsel for private equity portfolio company on over $20 million in acquisitions and dispositions of event-staging companies in the U.S., UK, and Australia
Represented a private equity portfolio management consulting company on $71 million sale to another private equity fund, negotiating the purchase agreement and ancillary agreements

Represented a real estate mortgage servicing company on $7.5 million merger with a strategic buyer, drafting disclosure schedules and ancillary documents as well as legal opinions for merger and loan transactions
Served as lead counsel for franchisee of national massage spa chain on $3 million sale of franchises
Served as lead counsel for family office on over $5 million in acquisitions of multinational courier delivery service contractors in California, Tennessee and Georgia
Served as lead counsel for significant franchisee organization on over $3 million of acquisitions of restaurant chain franchises in Georgia
Served as lead counsel for large automotive equipment and leasing company on over $10 million of acquisitions of car dealerships in Colorado and Wyoming
Served as lead corporate counsel for buyer of several gold mines in a Section 363 sale out of bankruptcy for $5.5 million in cash and assumption of reclamation liabilities, including working with the bankruptcy team
Served as lead counsel for architectural firm on $950,000 sale to a strategic buyer
Represented a registered investment advisory firm on $11.5 million sale to a strategic buyer, negotiating the purchase agreement and ancillary documents
Represented buyer on the acquisition of oil and gas wells in a Section 363 sale out of bankruptcy and assumption of reclamation liabilities, negotiating purchase agreement and ancillary documents
Represented an engineering software company on $250 million sale to private equity fund involving an equity rollover and corporate reorganization, drafting disclosure schedules and ancillary documents
Represented health care accounting software company on $65 million sale to a private equity fund, assisting in negotiating and drafting the membership interest purchase agreement and drafting the disclosure schedules and ancillary documents
Represented metal casting, machining, and assembly business on $54 million sale of equity to a strategic buyer, negotiating purchase agreement and drafting the disclosure schedules and ancillary documents
Represented a metal treatment business on $17.5 million sale to a private equity fund, drafting the disclosure schedules and ancillary documents
Represented a solar panel business on $5.5 million sale of to a consortium of officers, assisting in drafting and negotiating the asset purchase agreement and drafting the disclosure schedules
Served as lead counsel for a buyer on $2.7 million acquisition of two amusement park franchises
Served as lead counsel for a commercial furniture company on $1.4 million strategic acquisition of an interior design division

Debt and Equity Finance

Represented storage unit development LLC on $5 million equity private placement
Represented gold mine LLC on $8 million domestic and international equity private placement
Represented waste management LLC on $3 million subordinated debt private placement and $10.5 million equity private placement
Represented mortgage investment LLLP on $30 million equity private placement
Served as lead counsel for national barbershop franchisor on $8.5 million revolving credit facility

Commercial Finance

Represented lender on $3.5 million asset-backed loan in Indiana

Represented lender on $7 million A&D and construction loan in Colorado

Commercial Transactions

Advised IT consulting and services firm on creating and implementing new form master services agreement and supplemental terms and conditions for IT consulting and services company providing software via SaaS and software licensing agreements as well as cloud hosting, IT consulting, and managed services
Represented IT consulting and services firm on negotiating and documenting agreements providing cloud hosting, SaaS and consulting services to various governmental and private entities, including Cook County (Illinois) and a large pharmaceutical company

Corporate Formation and Governance

Advised various companies, including a public relations firm and a subsidiary of a large financial services company, on operating agreements, partnership agreements, and shareholder agreements
Advised various companies, including a real estate brokerage and an international packaging manufacturer and distributor, on employment and independent contractor agreements

Professional Highlights

Professional Activities

Colorado Bar Association

American Bar Association

Board Memberships & Community Service

Denver Children’s Home, Board Member and Secretary 2017-2020

Related Insights

Credentials

Education

University of Chicago Law School (J.D. 2012)

University of Oklahoma (B.A. 2007, summa cum laude)
Phi Beta Kappa

Admissions

Colorado

Illinois

Andrew D. Spruiell

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