Leib Orlanski

Partner

Leib Orlanski is a partner in Greenspoon Marder LLP’s Corporate practice group. He focuses his practice on private equity acquisitions, where he assists companies, deal sponsors, and management teams in identifying strategic acquisition targets, securing acquisition funding, and drafting and negotiating purchase or divestiture agreements.

Mr. Orlanski is highly regarded for his ability to secure private equity and minority non-control financing for buy-outs and growth capital, as well as structuring and documenting complex M&A investment transactions. In the capital markets arena, he represents companies seeking underwriters for initial public offerings (IPOs), follow-on public offerings, and PIPE financing. His experience extends to representing both issuers and underwriters in public stock offerings and structuring the intricate terms of private placements.

He is adept at navigating the regulatory complexities of alternative public entities, including reverse mergers and SEC-registered shelf registration takedowns. Beyond traditional equity raises, he is frequently sought out for his proficiency in the sophisticated due diligence required for high-stakes acquisitions in the biopharmaceutical, technology, A&D, OFS, and manufacturing industries.

Beyond his legal practice, Mr. Orlanski has served on the California State Bar Corporation Committee and the Corporation Commissioner’s Blue Ribbon Adversary Committee. He is a frequent educator, having served as a lecturer for the California Continuing Education of the Bar and a Chairman for UCLA Extension courses on “Going Public” and “Off-Balance-Sheet Financing.” His entrepreneurial spirit led him to co-found the Acorn Angels, a network for high-technology and internet investors, and serve on the Ernst & Young Entrepreneur of the Year Selection Committee for Los Angeles.

Experience

Represented Lightjump Acquisition Corporation (NASDAQ: LJAQU), a Silicon Valley SPAC, in its US $504 million Double Dummy business combination agreement with Moolec Science Ltd that resulted in a newly created affiliate, Moolec Science SA, a Luxembourg company, that is publicly listed on Nasdaq. Previously represented LJAQU in its US$138 million SPAC IPO.Moolec is an agricultural biotech company that is working in Argentina on genetically engineered soybeans that can express animal protein. Moolec is a spinoff of Bioceres Crop Solutions Corp. ( NASDAQ GS :BIOX)
Represented San Antonio, Texas-based Water Energy Services (WES) in the asset acquisition of the FMS Business from Key Energy Services, consisting of 32 SWDs, frack tanks and a trucking fleet located in Texas and New Mexico. WES provides water logistics services, fluid containment, oil reclamation, saltwater disposal, and water recycling in the Eagle Ford Shale and the Permian Basin. Financing for the acquisition was provided by Maynards Capital and Amerisource Business credit. With the addition of the FMS Business, WES was positioned to proceed with several other OFS businesses planned to be acquired in the Permian and other locations which will be complementary to the business.
Represented Imperial Capital as underwriter’s counsel in the $172,500,000 IPO of the SPAC, Greenrose Acquisition Corp., in a firm commitment underwriting, including the exercise of the underwriter’s Over Allotment Option.
Represented Southern Counties Express, a Rancho Dominguez, California-based top-ranked logistics provider, servicing the Ports of Los Angeles and Long Beach for more than 25 years, in its acquisition for $65M by Universal Logistics Holdings, Inc., a leading asset-light provider of customized transportation and logistics solutions. Southern Counties Express offers full-service harbor drayage, transloading, warehousing, and project cargo services to Fortune 500 companies across a number of industries, including retail, electronics, and health and fitness equipment.
Represented First Nations Capital Partners II, LLC, in the acquisition of a controlling interest in Advance Adapters, Inc., of Paso Robles, California a leading manufacturer of transmission conversion adapters, transfer case conversion adapters, engine mounts, and transfer cases, in a combined asset and LLC interests acquisition. .
Represented IRadimed Corporation, a leading medical device manufacturer of MRI-compatible nonmagnetic IV infusion pumps, in its initial public offering. Currrent MarketCap approx.$1B
Represented Oregon-based Powin Corporation in the $25 million sale of a 30% interest in its wholly owned subsidiary, Powin Energy Corporation (a developer of large battery storage systems) to Hong Kong-based SF Suntech, Inc. (a subsidiary of Shunfeng Photovoltaic International, Inc., a Hong Kong Stock Exchange listed company).
Represented First Nations Capital Partners II, LLC, of Woodland Hills, California, in its capacity as Manager of PRC Acquisition Company, LLC (a California limited liability company composed of two Indian nations– Colusa Indian Community Economic Development Corporation and First Nations Economic Development Corporation) in the acquisition of 51% of PRC Composites, LLC (a manufacturer of fiberglass cargo containers serving a variety of industrial, defense, and aerospace customers). First Nations is the first inter-tribally controlled private equity firm in the United States, composed of the Rincon Luiseno and Colusa Indian Tribes.
Represented First Nations Capital Partners, LLC in the acquisition of Everson Cordage Works of Everson, Washington (a manufacturer of twines and ropes for fishing, industrial, and commercial uses) in a combined asset and stock transaction.
Represented JBS Group, Inc. (a hotel booking and travel tour operator specializing in serving Chinese visitors to the U.S.) in the sale of the company to Tui Travel, Plc (a large Spanish-based international tour and accommodation company). The transaction was structured as a sale of 100% of the stock of JBS Group for $11,475,000 in cash and earnouts.
Representated Arigene Co., Ltd. (KOSDAQ 067850.KQ), a Korean public company and RTM acquisition company in the $83M tender offer for Trimeris, Inc. (NASDAQ: TRMS), a biopharmaceutical company.
Represented Affinity Media, an online marketplace to sell virtual gold to World of Warcraft players and other online gamers in a $60,000,000 debt and equity recapitalization from Goldman Sachs Credit Partners and Oak Investment Partnership, a Goldman Sachs affiliated fund. World of Warcraft was the most successful of a genre of games termed Massively Multiplayer Online Role-Playing Games (MMORPGs or MMOs). For a monthly fee, people could play these games (which also included Ever Quest and installments of the Final Fantasy series as characters in open-ended fantasy or science fiction worlds. Over time, players upgraded their characters’ status and abilities by going on quests to gain online currency (referred to as gold) which Affinity Media auctioned for cash as the effort and skill of the players in achieving their gold was commensurate to the price at which the gold could be auctioned to other online gamers.
Represented Field Asset Services Inc. (a leading physical assets servicer of homes in foreclosure) in the sale of the company to First Service of Canada.
Represented Sheffield Manufacturing, Inc. (a Southern California-based provider of precision machining products to the aerospace industry) in the $16M acquisition of Fortune Manufacturing (a precision manufacturer of titanium, aluminum, and stainless steel components for military and commercial aircraft markets), and the acquisition of Hermach Machine, Inc. (a manufacturer of machine parts for the aerospace industry).
Represented Cirracor, Inc., in a $90M reverse merger with Panda Ethanol ).
Represented Cove Apparel, Inc. in a $21M reverse merger with Euroseas, Ltd. (Stock Symbol: EUSEF, OB).
Represented Grove Capital in $9M private placement and reverse merger with Halozyme Therapeutics, Inc. (NASDAQ: HALO). Current Market Cap in excess of multi Billions
Represented privately held Conesys, Inc. (a Southern California-based manufacturer of MIL-SPEC connectors used in military, aerospace, and commercial aviation and industrial applications), in the acquisition of Jerrik, Inc. (a manufacturer of highly engineered military and aerospace fiber optic filter connectors), and the subsequent resale of the Jerrik subsidiary to Carlisle Companies.
Represented privately held Hydra Media, Inc. (formerly CU Shopper) in two $30M aggregate private equity investments made by a large private equity fund (Kayne Anderson).
Represented Roth Capital Partners, LLC, as underwriter’s counsel for $30M public stock offering by Natus Medical (NASDAQ: BABY).
Represented Roth Capital Partners, LLC, as underwriter’s counsel in $58M public stock offering by Access Integrated Technologies (NASDAQ: AIXD).

Awards

Super Lawyers Magazine, “Southern California Super Lawyer,” 2006-2008

Publications

Author, “Should You Sell Shares or Assets?” Business Transition & Exit Planning, Spring 2015
Co-Author, “What Companies Need to Know About Restricted and Unrestricted Stock Plans,” ACC-SoCal News & Updates, April 2011
Author, “Where to Buy In,” Energy, Fall 2006
Author, “Grey Area: Qualifying for Private Equity,” American Venture, September 2004
Author, “What is Different About Going Public in 2004?” American Venture, July 2004
Author, “Issuance and Qualification of Corporate, Securities and Corporate Finance,” California Transactions Forms, Bancroft Whitney, 1996
Author, “Going Public,” Medical Device & Diagnostic Industry, June 1986
Author, “Positioning for the Public Offering,” Bio/Technology, October 1985
Author, “High Technology Leveraged Buyouts: They Said It Couldn’t Be Done,” The Journal of Buyouts & Acquisitions, September 9, 1985
Author, “The California Private Offering Prospectus,” The Review of Securities Regulations, Summer 1984
Author, “The Key to the Mortgage Lock-In,” Sonnenblick-Goldman Newsletter, 1979
Author, “The Resale of Securities Issued in Reorganization Proceedings,” Am. Bank. Law Journal, 1979
Author, “Usury and Third-Party Payments,” Los Angeles Bar Bulletin, 1975
Author, “Privately Offered Securities — Federal and State Regulations,” R.E.S.S.I., October 1973
Author, “Going Public Through the Back Door,” Virginia Law Review, 1972
Author, “Stock for Assets Acquisition,” Los Angeles Bar Bulletin, 1970

Speaking Engagements

Speaker, “Acquisition Due Diligence,” Expert Webcast, 2014
Speaker, “Drafting M&A Purchase Price Adjustment Clauses,” Strafford, 2014
Speaker, “Raising Capital for Companies,” Expert Webcast, 2014
Speaker, “Negotiating the Stock Purchase Agreement: What You Need to Know to Control Legal Fees in an M&A Transaction,” ACC-SoCal Roundtable, 2012