Andrew D. Spruiell

Associate

spruiella@ballardspahr.com
Tel 303.379.2280
Fax 303.296.3956
Denver
Tel 303.279.2280
Fax 303.296.3956
Boulder

Andrew D. Spruiell represents buyers and sellers in mergers, acquisitions, and other commercial transactions. He conducts due diligence and has advised clients in both strategic and financial M&A transactions. Andrew represents individuals, startups, and middle-market companies on structuring, negotiating, and documenting a variety of deal types. He also advises lenders and borrowers on debt and equity capital-raising transactions, including private placements and loans backed by real estate.

Andrew works across a broad range of industries, including manufacturing, retail, engineering, health care, and real estate.

While in law school, Andrew worked for one of the largest banks in the United States, analyzing reporting requirements on the cost structure of securities trades.

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

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

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

Colorado

Illinois