Jeffrey K. Helfrich

Experience

• Mergers and Acquisitions: Advises sellers of businesses on pre-sale strategies to maximize sale price and minimize obstacles to a successful transaction. Advises purchasers on legal due diligence and other matters necessary to evaluate a target business. Advises both purchasers and sellers of businesses on alternate ways of structuring transactions, including asset sales, stock sales, and mergers. Negotiates terms and conditions of purchase and sale documents to protect his client’s interests, using a practical and cost-effective approach to achieve the client’s business objectives and to consummate the transaction in a timely basis.
• Real Estate Transactions: Represents clients in both commercial and residential real estate transactions, including the purchase and sale of real estate, negotiation and drafting of lease agreements and construction agreements, and resolving disputes in real estate transactions. Jeff has taught real estate licensing courses as an instructor for the Real Estate Certification Program and the Indiana Association of Realtors since 1989.
• Business Entities: Advises clients in selecting the proper choice of business entity, including limited liability companies, Sub Chapter S corporations, limited partnerships, joint ventures, not-for-profit corporations, and other business organizations. Represents clients in all phases of structuring their business organization, including the negotiation and drafting of stock restriction agreements, shareholder buy-sell agreements, articles of incorporation, articles of organization, by-laws, and operating agreements.
• Business Contracts: Represents clients in the negotiation, review and drafting of business contracts of all types, including franchise agreements, supplier agreements, independent contractor agreements, employment agreements, and non-competition and confidentiality agreements.
• Commercial Loan Transactions: Represents banks and commercial lenders in the negotiation, drafting, and review of complex loan transactions and documentation, including credit agreements, promissory notes, mortgages, security agreements, stock pledge agreements, subordination agreements, personal guaranties, estoppels and consent, and non-disturbance and attornment agreements.

Representative Transactions

Jeff has been involved in transactions including the following, which range from $10+ to $300+ million:

• Sale of broadcasting company with multi-state operations
• Sale of construction industry supplier with multi-state operations
• Sale of consumer research firm
• Sale of advertising agency
• Sale of music streaming business unit
• Sale of industrial construction company
• Sale of packaging material manufacturer
• Multiple M&A transactions involving hospitals, nursing homes, alcohol rehabilitation facilities, and medical-related companies

Publications

• “Successor Liability in the Purchase of a Business: Statutory Liability (Part 8 of 8),” Article Posted on KDDK.com, Author (November 2015)
• “Successor Liability in the Purchase of a Business: Duty to Warn (Part 7 of 8),” Article Posted on KDDK.com, Author (October 2015)
• “Successor Liability in the Purchase of a Business: Product Line (Part 6 of 8),” Article Posted on KDDK.com, Author (September 2015)
• “Successor Liability in the Purchase of a Business: Fraudulent Transfer of Assets (Part 5 of 8),” Article Posted on KDDK.com, Author (August 2015)
• “Successor Liability in the Purchase of a Business: Continuity of Enterprise (Part 4 of 8),” Article Posted on KDDK.com, Author (July 2015)
• “Successor Liability in the Purchase of a Business: Mere Continuation of Predecessor (Part 3 of 8),” Article Posted on KDDK.com, Author (June 2015)
• “Successor Liability in the Purchase of a Business: De Facto Merger (Part 2 of 8),” Article Posted on KDDK.com, Author (June 2015)
• “Legal Updates Regarding Land Development” and “Commercial Property Purchase and Lease,”  Kahn, Dees, Donovan & Kahn Seminar, Presenter (May 2015)
• “Successor Liability in the Purchase of a Business: Express or Implied Assumption of Obligations (Part 1 of 8),” Article Posted on KDDK.com, Author (May 2015)
• “Supply Contracts and Purchase Orders: Why the Boilerplate Really Matters,” KDDK Seminar, Presenter (May 2014)
• “Lease-Related Naming Rights: That Which is Not Forbidden…,” Article Posted on KDDK.com, Author (October 2013)
• “Buying and Selling the Small Business”
• “Business Acquisitions”
• “Update on Environmental Law – Pre-Acquisition Assessment”
• “Laws Restricting Hospital/Physician Business Relationships”
• “Basics of Contracts and Negotiations”
• “The Devil is in the Documents: Building Environmental Protection into Leases, Purchase Agreements and Financial Instruments”
• “Acquisition and Financing Issues: Where Should You Focus As Your Business Grows?”
• “Pre-Acquisition Assessments and Audit Privilege – How Can I Meet Due Diligence Standards and Avoid Creating or Inheriting Clean Up Liability?”
• “Recent Changes in Indiana Real Estate Agency Laws”
• “Red Flags in Residential Real Estate Financing”