J. Russell Bulkeley

PARTNER

Admissions

• Connecticut

• District of Columbia

• New York

Russell Bulkeley is a transactional partner in the Firm’s Corporate and Finance Practice Group. His practice involves the representation of companies at all stages of development, and consists of advising management and key stakeholders in the structuring, negotiation and implementation of: (1) capital raising activities, (2) debt financing, (3) company organization and governance, including formation, equity and control arrangements and fiduciary obligations among company, equity owners and others. ; (4) strategic and financial M&A, alliances and related transactions; and (5) general commercial and business dealings.

As a transactional attorney, Russell demonstrates skills across multiple deal/investment disciplines and possesses the business acumen and confidence to anticipate, confront and strategically resolve or mitigate the myriad of issues and risks confronting today’s management and investors. He is well-versed in analyzing, interpreting and applying the law and equally comfortable and practiced at (i) navigating complicated or nuanced concerns, (ii) adapting to changed priorities and facts arising during the course of a deal and (iii) communicating and engaging in collaborative oversight and management across practice areas, company hierarchy and cultural dispositions.

Russell is regularly engaged on the company-side to represent buyers or sellers in (i) the acquisition of companies (whether by merger or the purchase/sale of equity or assets), (ii) the entry into joint ventures, partnerships or other contractual alliances and (iii) related financing, compliance and capital markets activities.

In addition to company-side engagement, Mr. Bulkeley represents individual investors, private equity and company venture funds, advising with respect to (1) fund formation and governance (LPs, LLCs and other JV/investment vehicles) and (2) portfolio investments (initial and follow-on investments, preferred terms, roll-over equity, mezzanine financing, recapitalization, exists and regulatory compliance).

Representative Transactions

Mergers & Acquisitions, JVs and other Business Alliances

• Represent supplier of functional chemical and specialty ingredients to the cosmetic, personal care and nutrition industry in the sale of its stock to a strategic industry distributor

• Represent owner and operator of retail jewelry stores in sale of assets to Swiss strategic buyer, involving Greenwich CT and Vail CO retail leases, inventory and exclusive distribution arrangements with high-end watch brands

• Represent United Kingdom owned international provider of integrated broking services in its asset acquisition of uranium commodities trading business

• Represent U.S. company and major shareholder in its private tender offer and acquisition of Australian public company engaged in the development, production and global sale of proprietary wearable nasal technology

• Represent provider of tax compliance and administrative/related advisor services for US-based and global institutional funds in sale of a majority ownership interest (with an option for rest of equity) to global financial services provider

• Represent business and financial cohort in its asset purchase of iron works manufacturing business and facility, including multiple add-on acquisitions in the metal fabrication, welding and related construction spaces

• Represent pharmacy consulting service provider and owner of proprietary technology enabling benefit manager market checks, contract review, negotiation, procurement and on-going claims management, pricing and audit services in sale of its stock to a national insurance product and service broker

• Represent owner/developer in the sale to strategic buyer of assets consisting of proprietary application for information/data scraping, aggregation, analysis and delivery

• Represent provider of tax planning, compliance and structuring to PE Funds and alternative investment industry in the sale of a controlling ownership to, and follow-on “put” negotiation with, Bermudan global financial services provider

• Represent financial buyer in restructuring of distressed company, involving negotiation of manufacturing, warehouse and distribution agreement to purchase inventory, to finance the production of draught dispensing products in fulfillment of existing orders and to service indebtedness, with an option to acquire business

• Represent owner and provider of helicopters and related flight services within the New York metropolitan area in the stock sale of the business, together with sale of separately owned helicopter assets

• Represent owner/provider of dental and oral surgery business in stock sale involving multiple practice groups to private equity firm

• Represent toy and game wholesaler in sale of business to Canadian strategic buyer

• Represent owner/CEO in sale of stock in developer/retailer of web-based customer data management application to, and equity rollover investment in, strategic buyer

• Represent software solutions provider to the life sciences industry in acquisition of software product and related intellectual property assets, as well as overseas R&D team located in India

• Represent manufacturer and national distributor of specialty foods in purchase of inventory, distribution rights and iconic brand name

• Represent liquor manufacturer in joint venture with national distributor, involving supply and distribution contributions, together with funding milestones

• Represent international tax and accounting firm in acquisition of CPA practice

• Represent consumer finance company engaged in originating and holding for investment automobile finance receivables, in merger with a national finance company following successful auction process

• Represent public diversified natural resource company in proposed divestiture of its construction services business to private equity fund

• Represent oil and gas consortium in the formation of joint venture, involving contribution of oil and gas assets and overseas capital investors

• Represent public E&P company in consent solicitation triggered by a change of control event, involving the restructuring of debt and senior credit facility

• Represent private equity fund in connection with recapitalization of portfolio company, involving creation of preferred equity and exchange of outstanding debt and equity

• Represent insurance brokers and their practices in the sale to (and related roll-over equity investment in) consolidators in the insurance brokerage industry

Corporate Finance – Company Debt, Equity and Acquisition Funding

• Represent individuals, companies and private equity in minority, control and follow-on portfolio investments, from initial seed to later series capital rounds in diverse domestic and foreign businesses, including craft beer production, broadband services, medical device manufacturing, LED lighting and retrofitting services, artificial intelligence (AI), telecommunications, software solutions, commercial landscaping, real estate and shared office space

• Represent domestic and offshore issuers in exempt private placements of company securities, involving a myriad of industries, including ready-to-wear apparel, offshore fishery, algal biomass, oil and gas exploration and production, solar energy, brewing and ethanol manufacturing, technology, restaurant and hospitality, craft whiskey, automotive & specialty tool manufacturing, retail, medical products, sports entertainment/franchise, health care/personal wellness and gaming software

• Represent national cable/internet provider in investment in provider of enterprise communications solutions, involving navigation of SBA, woman-owned business enterprise (WOBE) and government contracting legal regimes in the context of structuring investment, control and protective rights

• Represent U.S. Fortune 500 corporation in cross-border transactions, including managing local counsel in respect to: (A) tiered investment (based upon commercial milestones) in Polish company developing proprietary Open DAA software technology and cable network infrastructure and (B) investment in French entrepreneurial group developing proprietary AI cloud technology for game play and content openness.

• Represent confectionery manufacturer/retailer in asset-backed term loan and revolving credit facility secured by its assets and pledge from Turkish overseas owner conglomerate

• Represent foreign provider of aviation services in syndicated credit facility, secured by transportation contract receivables and aircraft, and involving affiliated guarantors in multiple jurisdictions and IR filings under the Cape Town Convention

• Represent provider of turnkey voice, data and video infrastructure support in connection with term note and line of credit, secured by inventory, equipment, fixtures and receivables of borrower and subsidiary, as guarantor, as well as real property

• Represent U.S. and overseas borrowers and affiliates of Mexican helicopter operator and guarantor, in multiple aircraft acquisition financings, guaranteed by U.S. ExIm Bank and foreign operators and secured by overseas collateral, as well as refinancing of multiple aircraft by pan-European private fund through secured note purchase instruments made subject to shari’a law and listed on Austrian Stock Exchange (Bösegesetz – BörseG)

• Represent publicly-traded upstream oil and gas companies in acquisition financing, involving placement of senior secured and subordinated debt to institutional buyers pursuant to Rule 144A, and related exchange offer

• Represent investor group in acquisition financing of litigation support and document management business, involving senior debt and mezzanine debt and equity

• Represent purchaser/operator of motor manufacturing and supply business in bank financing (involving term, revolving loans and mezzanine debt/equity) secured by assets of acquisition target

Education

• New York University (NYU) School of Law, JD

• University of Arizona, B.A. History with distinction

Honors and Awards

• Note Author, New York University Journal of International Law and Politics

• Junior Fellow, NYU Center for International Law