William H. Behr Partner




Will Behr concentrates his practice on mergers and acquisitions, corporate finance, commercial transactions and securities offerings, working with clients to manage their risks in an efficient manner and anticipate issues before they arise in order to minimize liability.

Will counsels companies at all stages of their evolution – from business creation to day-to-day governance to liquidation and dissolution. He has advised clients in operational, strategic, extraordinary corporate governance and commercial matters, including business combinations, recapitalizations and reorganizations. In addition, Will has significant experience structuring and negotiating joint ventures and partnerships as well as secured lending facilities. His practice also encompasses matters under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Industries in which Will has advised clients include insurance, software, gas and electric utilities, telecommunications, livery, aerospace, construction, manufacturing and financial services.

Areas of Focus

Mergers and Acquisitions
Will has represented buyers, sellers and targets in a variety of mergers, acquisitions and divestitures ranging in size from several million to several hundred million dollars.

Secured Lending
Will has drafted and negotiated syndicated credit facilities for leading banks and corporate borrowers. In addition, he has assisted clients with bridge, mezzanine and other bank finance facilities.

Private Equity/Venture Capital
On both the fund and company side of private equity and venture capital transactions, Will has structured and negotiated the purchase and sale of numerous businesses. He also has led debt and equity follow-on investments on behalf of both companies and investors.

Securities Offerings
With respect to securities offerings, Will has assisted companies and investors in public and private issuances of debt and equity securities and is well-versed in federal and state securities compliance.

Commercial Agreements
On behalf of clients, Will has negotiated nearly every form of commercial contract, including employment, licensing, investor rights, registration rights, services and franchise agreements, debt instruments and indentures.

Insurance Industry
Will has worked with insurance industry clients on governance and regulatory matters as well as on transactions, including the purchase and sale of licensed insurers, MGAs and TPAs. He has assisted in structuring joint ventures for industry participants and advised clients with respect to licensure requirements, holding company legal issues, reinsurance contract wording, and the development of board committees and investment policies.

Art Law
Will provides legal counsel and prepares transactional documents for a variety of clients in the visual arts and art finance areas. He handles all aspects of setting up financings secured by fine art, including pledge agreements and perfections of the security interests.

Representative Matters

Mergers and Acquisitions
Purchase of 135 MW Gas-Fired Power Plants: Represented a natural gas delivery company in the acquisition of two power plants in New England representing 135 MW of capacity.

Sale of National Insurance Company: Represented an offshore insurance company in the sale of a U.S. subsidiary licensed in more than 20 states.

Purchase of Series of Regional Insurance Services Companies: Represented a diversified insurance services provider in the acquisition of various companies providing claims adjusting services and loss control and inspection services throughout the United States.

Sale of Wireless Telecommunications Division: Represented a global aerospace and security company in the sale of a wireless telecommunications division.

Purchase of Series of Regional Building Maintenance Companies: Represented a diversified maintenance company in the acquisition of a series of contracting businesses in the mid-Atlantic region.

Sale of Container Manufacturer: Represented a diversified airline services company in the sale of a subsidiary manufacturing and leasing cargo containers and hardware.

Sale of Demolition Company: Represented one of the largest demolition companies in the tri-state area in the sale of its business.

Sale of Rebate Processing Company: Represented owners of the nation’s largest processors of consumer rebate programs in the sale of its business.

Purchase of Taxi Fleet Licenses: Represented an owner of one of the largest fleets of taxi cabs in the state of New York in the purchase of additional taxi cab fleets and medallions in New York City and Chicago.

Private Equity/Venture Capital
Fund’s Acquisition of Insurance Company: Represented a private equity fund in the acquisition of insurance companies.

Equity Financing for Software Companies: Represented several software and computer service companies in preferred stock issuances.

Equity and Debt Issuances for Start-Ups: Represented numerous start-up business ventures in solar power, demolition and software industries with respect to their debt and equity financings.

Finance/General Corporate
Credit Facilities Top Ten Bank: Represented one of the nation’s largest banks in middle-market lending in connection with facilities ranging from $4 million to in excess of $100 million.

Business Reorganizations: Represented an airline and airport services company with operations at more than 50 airports in North America and represented an international advertising company in their corporate reorganizations.

Joint Ventures: Represented real estate developers, insurance brokers and others in the structuring of complex joint ventures.