Batya Goodman

As a Wall Street trained deal lawyer now located in South Florida, Batya Goodman's career spans the gamut from the billion-dollar deal to the entrepreneurial idea needing guidance, counseling and a strategic partner to become a deal. Batya regularly assist clients with developing and executing business savvy legal strategies from the early concept stages through maturity, including sales, mergers and other exits.

This includes providing strategic and analytical advice, drafting and negotiating all kinds of agreements (from joint venture agreements to employment and independent consultant agreements to purchase and sale or merger agreements to transition services agreements, etc.), preparing offering packages needed to raise money, forming entities, conducting minimal to full blown due diligence, and almost everything in between.

Batya currently engages in a broad based transactional practice focusing on mergers and acquisitions, private equity transactions, public and private securities offerings, representing private and public companies, start-ups, entrepreneurial and development stage companies and mature companies, finance transactions, and other general corporate work. She has considerable expertise in drafting, negotiating and analyzing complex transactional and organizational agreements and other documents.

Batya provides guidance regarding SEC disclosure obligations, supporting internal and external teams in connection with drafting SEC filings, including proxy statements, registration statements and all periodic reports, creating, customizing and implementing compliance policies and procedures and conducting internal investigations. She leads, manages and coordinates all deal stages from strategy, structure and term sheet through preparation and negotiation of definitive documentation, closing and post-closing, including conducting due diligence investigations and selecting and directing team of lawyers and paralegals. In addition, Batya has wide-ranging experience advising clients interested in raising capital for and establishing regional centers to administer projects qualifying for investment under the EB-5 Entrepreneur Investment Visa Program across the country and in a variety of industries, including preparing the necessary documents.

Batya has worked at Am Law 100 Firms in New York and Florida. She also previously served as Assistant General Counsel of a global, multibillion-dollar NYSE listed public company where she was one of only two attorneys servicing the entire company, at the time comprised of eight diverse business units and in excess of three hundred subsidiaries.

BIOGRAPHY

ADMISSIONS

  • New York

  • Florida

AWARDS & HONORS

  • Recipient, Howard Squadron Fellowship in Media, Law, and Society
  • Recipient, H. Bert & Ruth Mack Scholarship
  • Recipient, Uri & Caroline Bauer Scholarship

PROFESSIONAL REPRESENTATIONS

  • Presenter, “SEC Regulations, Recent Actions and their Impact on EB-5’s Future Development; Impact of EB-5 Investments on U.S. Economy; American’s Opinion about EB-5 Investments; Direction of U.S. Immigration Reform; Trends in the EB-5 Industry,” U.S. Investment Immigration Forum (USIIF), March 7-8, 2015
  • Presenter, “Structuring EB-5 Projects for Immigration, Financial, and Market Success; Role of Escrow and Bridge Funding for EB-5 Projects,” U.S. Investment Immigration Forum (USIIF), March 7-8, 2015
  • NES Financial Innovations Summit May 12, 2015 in Houston, Texas
  • NES Financial Innovations Summit February 9, 2016 in San Francisco, California
  • NES Financial Innovations Summit February 19, 2016 in Miami, Florida
  • Moderator, BioTech Conference, Enterprise Development Corporation of South Florida (EDC), 2008

EDUCATION

    Benjamin N. Cardozo School of Law, Yeshiva University

  • Juris Doctor, 2000
  • Managing Editor, Cardozo Law Review
  • Production Editor, Cardozo Law Review

    • State University of New York at Albany

  • Bachelor of Arts, summa cum laude, Criminal Justice, 1997

    Publications

  • Author, "Honey, I Shrink-Wrapped the Consumer: The Shrink-Wrap Agreement as an Adhesion Contract," 21 Cardozo Law Review 391

REPRESENTATIVE DEALS

    Mergers & Acquisitions

  • Represented one of the busiest online brokers in the United States in its merger with another online broker to create the largest online brokerage (measured by equity trades per day) at that time. Transaction valued at $1.3 billion.
  • Represented manufacturer of wood-based panels in its $250 million acquisition of the oriented strand board operations from international paper company.
  • Represented semiconductor manufacturer its merger with global manufacturer of semiconductors and passive electronic components. Transaction valued at $768 million.
  • Represented a leading manufacturer and marketer of plastics in its acquisition of another plastics manufacturer, including the purchase of certain real property, financed through a $260 million senior secured financing and a $32 million sale-lease back.
  • Represented equity investment fund as co-investor with private equity firm in its acquisition of a nutrition food company, with both entities acquiring a combined equity interest of 80.1%.
  • Represented world’s largest commercial oil spill response company in connection with its auction and resulting sale. Transaction valued at $100 million.
  • Represented medical device company in its merger with another medical device company. Transaction valued at $42.5 million.
  • Represented produce broker, distributor and warehouse provider in its sale to a synergistic buyer for $29 million.
  • Represented designer, manufacturer and distributor of motorcycle, ATV or UTV parts and accessories in the sale of a 65% ownership stake to a private equity firm for approximately $15 million.
  • Represented waste management company in its $8.2 million acquisition of a waste removal, container hauling, transfer and recycling service facility.
  • Represented owner of multiple restaurant franchises in its purchase of additional franchise locations and related real estate for $12.5 million.
  • Represented owner of multiple restaurant franchises in its purchase of additional franchise locations and related real estate for $17.785 million
  • Represented shutters and screen company in its purchase of a residential and commercial windows and doors installation company. Transaction valued at $2.5 million.
  • Represented sports management company in its merger with a professional golf tour. Transaction valued at $2 million.
  • Represented casino day cruise operation in its $11 million funding from joint venture partners to purchase vessel and fund operations.
  • Represented shipping company in its $2.1 million purchase of galvanized chassis, its $1.675 million purchase of containers, its $3.36 million purchase of reefer containers and various equipment purchases for an aggregate of approximately $2 million.
  • Represented global energy leader in its $7 million acquisition of a petroleum product distribution business and its proposed $15 million acquisition of fuel company.
  • Represented direct market reseller of information technology products and services in sale of customized internet portal web stores for $0.5 million.

    Private Equity and other Fundraising

  • Represented real estate investment fund targeting distressed assets in suburban office properties located in South Florida in connection with $100 million private placement.
  • Represented real estate development group targeting storage facilities in connection with private placement of up to $33 million.
  • Represented real estate investment fund targeting investments in underdeveloped, pre-foreclosure properties in South Florida in connection with $30 million private placement.
  • Represented investment fund targeting distressed banks seeking to acquire troubled financial institutions in $50 million private placement.
  • Represented diagnostics solution company in $16 million unit offering.
  • Represented medical device company in connection with its preparations for $10 million initial public offering.
  • Represented new vehicle lead generation company in $6 million unsecured note offering.
  • Represented unmanned aerial systems (UAS) solution provider in $3.5 million convertible preferred unit offering.
  • Represented claims receivables investment company in two separate rounds of $3 million note offerings.
  • Represented company building a social networking website in $2 million offering.
  • Represented obstacle course company in $1.2 million Series A round.
  • Represented wine manufacturing and exclusive membership club in $1.1 million initial fund raising.
  • Represented investment company in connection with $1.5 million offering for investment into e-commerce solution provider developing a disruptive, conversion rate optimization (CRO) solution.
  • Represented material authentication and verification solutions provider in connection with $2.1 million offering of preferred stock with warrants, including amending and restating governing documents and constituent documents related to prior rounds of preferred stock and shareholders agreement.
  • Represented holding company of various franchise restaurants in a $2.5 million offering of limited partnership interests.
  • Represented manufacturer and commercial provider of eyewear and vision technologies in its offering of up to $3 million of secured notes and its offering of up to $4 million of unsecured notes with warrants in connection with preparing for an initial public offering.

    Finance and Lending

  • Represented broker in connection with financing a $280 million senior secured credit facility with a banking conglomerate as administrative agent, in support of the recapitalization of a leading provider of cash access products and related services.
  • Represented cable TV operator in connection with its $560 million exit facility in support of its $24 billion restructuring.
  • Represented leading financial services firm as underwriter of $1 billion of notes and certificates backed by motor vehicle loans issued in a public offering by an automotive trust.
  • Represented owner of multiple restaurant franchises in connection with obtaining $57 million senior secured credit facility from an institutional lender.
  • Represented medical device company in connection with obtaining $7 million senior debt facility and subsequent waiver and forbearance arrangements with senior lender as well as institutional bank holding a $2 million letter of credit and $0.5 million term note.
  • Represented borrower in connection with converting $1.95 million unsecured demand note into six month secured note with related subordinated and intercreditor agreement with senior lender.

    EB-5 Related Transactions

  • Represented owner of multiple restaurant franchises in connection with an up to $20 million direct EB-5 raise in support of expansion plan.
  • Represented security company in connection with an up to $2.5 million direct EB-5 raise in support of expansion plan.
  • Represented franchisor in connection with an up to $12 million direct EB-5 raise in support of expansion plan.
  • Represented residential real estate developer in its up to $5 million EB-5 raise through a regional center in connection with building an exclusive gated residential community.
  • Represented real estate developer in its $27.5 million raise through a regional center in support of an approximately $115 million all-inclusive luxury resort community project.
  • Represented real estate developer in connection with its proposed $49.5 million raise through a regional center (exemplar filing) in support of an approximately $330 million new luxury waterfront residential condominiums development project.
  • Represented real estate developer in its multi-phased up to $99 million raise through a regional center in support of an approximately $1 billion commercial, residential and retail project.
  • Represented real estate developer in its $13.5 million raise through a regional center in support of an approximately $50 million package terminal and distribution facility project.
  • Represented real estate developer in connection with its proposed $10 million raise through a regional center in support of an approximately $45 million package terminal and distribution facility project.
  • Represented hotel developer in its $20 million raise through a regional center in support of an approximately $55 million boutique hotel project.
  • Represented hotel developer in connection with its proposed $8 million raise through a regional center in support of an approximately $20 million franchised hotel project.