Sarah has a wide variety of experience in both business law and real estate law. Sarah’s business law practice includes representation of individuals and privately held companies in their formation, day-to-day activities, mergers and acquisitions, and debt and equity financing. The businesses Sarah has represented span a variety of industries including: restaurants, manufacturers, franchises, technology, SAAS, retail/housewares, fitness, marketing, energy.

Sarah’s real estate practice includes residential and commercial conveyancing, commercial financing, title clearing and commercial leasing. Sarah has represented commercial developers in large scale commercial acquisition and construction projects including financing of the projects. She has handled leases in a broad array of situations, including but not limited to, commercial office space, warehouses, restaurants and medical offices.

Sarah’s transactional practice also includes the development, drafting and review of contracts for her clients’ day-to-day business operations including but not limited to: supply agreements, software license agreements, non-disclosure, non-compete and similar agreements.

Sarah considers herself well versed in most corporate and real estate transactional matters and prides herself in her responsive client forward representation.

Sarah is fluent in French for business and legal purposes.

Representative Engagements

Financing Transactions

• Assisted in the representation of a U.S. holding company and its 30+ multi-national subsidiaries in connection with a $175 Million syndicated refinance with both senior and junior lenders. The deal required a special and complicated structure to comply with existing corporate governance and future debt covenant implications with respect to cash flow, available cash, loans to subsidiaries etc. The security was mainly securities, some certificated and some not. It also involved five (5) vessels registered in Malta and perfecting ship mortgages in foreign jurisdictions with various apostille requirements. Signors were located across the world (Hong Kong, Belgium, Holland, Switzerland, U.S., U.K.). The deal required drafting and negotiating security documents, pledge agreements, corporate consents and resolutions and heavy due diligence and drafting of disclosure schedules.
• Represented a U.S. importer of retail and gift items in working capital line of credit refinance with Eastern Bank secured by various patents and trademarks.
• Represented affiliated U.S. entities in obtaining construction financing for a 100,000 square foot expansion to their work-out club with a wrap-around mortgage on their second location. The total loans valued over $14 million. The deal required special considerations as the primary location is owned by a municipality with a ground lease. The deal required negotiating credit agreements, promissory notes, security documents and amendments to the ground lease.
• Assisted in the representation of a U.S. company in the business of transporting oil and liquid natural gas to its various pumping facilities across the U.S. in a debt restructuring and refinance for approximately $142 Million. Special consideration was made for insider debt that was also restructured. The deal required drafting and negotiating a comprehensive credit agreement controlling five (5) separate promissory notes that encompassed: equipment lines, revolving lines and term notes, as well as security documents, real estate mortgages and guarantees. There was a significant amount of due diligence and disclosure schedule work as well as rolling stock considerations for the extensive cng/lng trailer and other equipment purchased with the equipment line.
• Represented U.S. affiliated entities in a partial strict foreclosure. The new operating company, which purchased the debt, was wholly owned by the senior lender who permitted the operations of the company to continue. Significant secured debt, roughly $27 million, remained in the distressed entity. The deal required negotiating the partial strict foreclosure documents and wind-down of the distressed entities.
• Assisted in the representation of an investment fund in its on-going relationship as a senior secured lender to a company that sold most of its assets but only partially paid the senior lender. The deal continues to evolve but has required negotiations of partial strict foreclosure documents, insurance policy tender and assignments, extensive review of the asset purchase agreement and accompanying documents, detailed analysis of the payment waterfall, sale of liquor licenses and general advice to the client on maintaining its secured position in the remaining assets.

Sale, Acquisition and Merger transactions

• Represented a sole member of a small flooring company with five locations in the sale of its membership interest in the company for $2 Million. The deal required drafting of a purchase and sale agreement, membership interest transfer documents, note, pledge and a security agreement. I also assisted in up-dating leases for the various locations as the seller was retaining ownership of the real estate and leasing the same back to the buyer.
• Represented an employee in her purchase of a small hydroponics retail shop from her employer. The deal involved negotiating the asset purchase and sale agreement, assisting in the formation of the buying entity, assisting the buyer in obtaining necessary certifications and business certificates to operate her business, review of inventory and asset lists, negotiate with the Landlord to extend the current lease to the buyer and negotiating the promissory note with the seller as a portion of the purchase price was financed. I later assisted the company in negotiating a buy-out of the note and lease and wind-down of the business due to COVID-19 complications.
• Assisted in the representation of a profitable AIDC company in a membership interest sale, by the four members, to an investment group rolling-up similar business for $32 Million. The deal required negotiations of a membership interest purchase agreement, corporate conversion documents, corporate consents, employment and consulting agreements. We coordinated with the investment bankers and corporate accountants regularly understanding the earn-out and true-up. The deal required a great deal of due diligence work and I was intimately involved in compiling documents from the data room and preparing the representation disclosure schedules. We also negotiated revised terms of a lease to an affiliated entity.
• Represented a pharmaceutical marketing company in its sale to a leader in health information services.

Transactional Matters

• Corporate formation of a Delaware public benefits corporation.
• Women owned business Massachusetts and federal (SBA) certification process and compliance.
• Assist in the representation of a business of connecting lenders to solar installers. The representation is on-going and includes all aspects of its transactional and contractual needs, including equity raises, capital markets transactions and growth.
• Negotiated the sale of multiple liquor licenses from bankrupt companies in the pursuit of liquidating the assets.

Real Estate Transactions

• Assisted in the representation of a high-end tile showroom negotiating the terms of a contentious relocation of its leased space with a national landlord. The representation consisted of negotiations over a detailed amendment to the lease relating to build-out, payment terms and the move.
• Represented a client in the sale and leaseback of large warehouse space abutting railroad land in Seekonk, MA to a national buyer/landlord. Layers of complexity included railroad rights, sprinkler system water-tower concerns and environmental clean-up.
• Represented a client in the negotiation of purchase and sale agreements for multiple parcels of land in Western Massachusetts and Connecticut for the development of a horse race track with the possibility for sports-betting and simulcasting. Assisted in the preparation of a zoning overlay district for horse racing. Negotiations with investors over a multi-year project including a development agreement, property holding operating agreement, Massachusetts racing license application review and coordinating amongst many parties to move the deal forward.
• Represented the client in negotiations with a non-profit charitable organization in the sale of a 12 acres of land-locked land on the South Shore. Title abstract review requiring title clean-up and land court approval dating back to ownership in the early 1900’s. Assisted seller’s counsel in the preparation of a filing with the probate court against wherein the seller obtained approval to sell the land and remove the charitable restriction with certain restrictions imposed upon the proceeds.
• Negotiated a cell tower easement with a lump sum payment to my client, the landowner, on commercial property in Norwood, MA.
• Negotiated a settlement agreement amongst abutting land owners relating to a driveway and parking encroachment that ended-up in a perpetual easement for a lump sum payment to my client so as to avoid potential issues with zoning and grandfathering clauses as it relates to pre-existing non-conforming use of my client’s commercial property.
• Negotiated the sale of commercial property in Walpole, MA for $12MM to a commercial real estate investor for a long-term hold of warehouse space. The negotiations included a leaseback to my client’s operating company as well as an escrow and holdback agreement relating to various tenants-at-will remaining in the property post-closing. The property was a prior “dirty” site that went through extensive environmental clean-up.
• Negotiated an amended and restated lease on behalf of the landlord for both warehouse and parking space with landlord credits for build-out and up-grades to be amortized over the lease term.
• Represented a client in negotiations of a large warehouse space in Millis, MA for the potential site of a lumber mill. Particular issues relating to existing cannabis tenant which resulted in seller taking back paper for the financing of the purchase price.
• Represented a company in the negotiations of multiple solar panel leases of their commercial buildings in Medfield, MA and Kingston, MA including both roof and parking canopy. Appeared before the Town of Medfield seeking approval for the leases as my client’s use of the property is subject to a 99 year ground lease with the Town. Obtained SBA and first mortgagee approval and SNDA’s relating to the release of the solar panels from any lien.
• Assisted in the representation of a bankrupt golf course in the sale to a stalking-horse bidder. Particular issues arose as the golf course land was in multiple towns and in both recorded and registered land. The deed and conveyance required land court approval.
• In my prior firm part of my work was representing buyers and sellers of residential real estate where I wrote for multiple title insurance companies and reviewed title abstracts and performed title clearing services for clients, as well as general conveyancing practice.
• Assisted in the representation of a large-scale residential developer who is in the process of liquidating its assets including multiple fully or partially permitted residential developments. The negotiations involved review and advisement on due diligence documents, permitting assignment, compliance with special permits and other governmental approvals and conveyance out of multiple affiliated entities with easements to abutting developments for access, drainage and construction purposes.
• Negotiating a lease renewal for commercial office space with light research and development space.
• Multiple instances of negotiating leases for small and large office space in Boston, South, Shore, North Shore and Western, MA.
• Negotiated a sublease of restaurant and take-out space at Assembly Rowe. Implications included exclusivity and sharing of refrigeration and other equipment.
• Represented a client in the acquisition of 44 acres of vacant land for a potential 40B development where the land is in MGL ch. 61A classification and the Town would have waived its statutory right of first refusal but COVID-19 emergency orders stayed the expiration of the 120 days resulting the Town deciding to purchase the land. My client has a note and a mortgage encumbering the real estate due to a release of its deposit so the seller could pay back-taxes. As a result the client has commenced foreclosure proceedings in an effort to exercise it’s right to purchase the land without permitting the Town to purchase in advance.