Edward S. Sarnowski is a partner in Holland & Knight's Jacksonville office and a member of the firm's Corporate, M&A and Securities Group. His practice focuses on corporate transactions, including mergers, acquisitions and divestitures. Mr. Sarnowski also represents angel, venture capital and other private investment funds in fund formation matters and investments in seed, early stage and later stage startup companies. He has been involved in many M&A deals and private offerings of debt and equity securities, some of which are highlighted below.
Mr. Sarnowski also advises public companies listed on the NYSE, NASDAQ and OTCQX exchanges on reporting, corporate governance, regulatory, compliance and executive compensation matters. He has served as a panelist speaking about securities law issues ranging from crafting executive compensation clawback policies, to complying with the U.S. Securities and Exchange Commission's (SEC) Conflict Minerals Rule, to understanding benefits available to Emerging Growth Companies under the Jumpstart Our Business Startups (JOBS) Act.
Additionally, Mr. Sarnowski assists with pro bono matters involving corporate and real estate issues, including representing active-duty military personnel in civil legal disputes through the American Bar Association's Military Pro Bono Project. Mr. Sarnowski also actively participates in the firm's annual 9/11 Day of Service, for which he previously served as the Jacksonville office's Local Initiative Co-Coordinator. He is also the Pro Bono and Community Service Partner for the Jacksonville office of Holland & Knight. In this role, he coordinates pro bono opportunities for the firm's Jacksonville attorneys, as well as chairs a committee of attorneys and staff that oversees a pool of funds for distribution to community organizations assisting at-risk children.
Mr. Sarnowski was previously a Florida Supreme Court judicial intern for the Honorable Barbara J. Pariente.
Mergers & Acquisitions
- Advised a leading international manufacturer of processed zircon products in the divestiture of its U.S. operations through an asset sale to a strategic buyer
- Represented a multinational financial services company in the sale of its wholly owned life insurance company to a prominent U.S. life insurance company
- Counseled the buyer in an acquisition of a manufacturer and distributor of medical devices designed to strengthen expiratory muscles and enhance breathing and swallowing functions
- Assisted a publicly traded regional community bank with the sale of a Georgia branch to a strategic buyer
- Represented a leading seafood importer and distributor in acquiring two consumer-focused retail seafood markets and related operations selling to wholesale seafood customers
- Advised a leading provider of advanced wound-healing services in an acquisition of a medical practice specializing in the provision of wound care and hyperbaric medicine
- Counseled an expedited freight trucking company in acquiring a provider of trucking-related back office administrative and billing support services
- Represented a publicly traded company listed on the Alternative Investment Market (AIM) of the London Stock Exchange that operates in the non-life insurance runoff sector and manages insurance portfolios in runoff in its acquisition of one of the largest A.M. Best "A-" rated property and casualty insurance companies underwriting bail bonds in the United States
- Represented a leading airport-based retailer of mobile device accessories, tablets, cameras, headphones, and other premium consumer electronics with over 75 locations in more than 35 airports in its sale to two private equity firms investing in retail and consumer brands
- Represented leading provider of in-home health services and medical products for post-discharge workers' compensation patients in an acquisition of a provider of transportation and on-site translation services; an acquisition of a competing provider of home modification services, in-home healthcare, and durable medical equipment; and an acquisition of a seller of medical implants and devices and provider of transportation and translation services
- Advised prominent privately held owner and operator of assisting living and skilled nursing homes in a sale of six facilities to a healthcare real estate investment trust (REIT) and contemporaneous acquisition of three independent and assisting living facilities via 1031 exchange
Private Investment Funds/Venture Capital and Emerging Companies/Private Equity
- Advised death care industry-focused private equity fund on all matters related to the formation of the fund
- Assisted venture capital fund in its investment in an acquirer and operator of funeral homes and related businesses and provider of managerial and operational consulting services to acquired business and other funeral homes
- Represented early-stage seed fund in all fund formation-related matters and investments in a fitness-focused media production company, pet insurance company and education technology company
- Counseled a family of angel investment funds in the formation of the three funds, as well as numerous investments in portfolio companies across multiple industries, including Series A investments in a medical device company, a solar technology company and a media streaming service provider
- Represented a venture capital fund in a recapitalization of and additional equity investments in a publicly traded e-commerce service company that provides cross-border shopping facilitation services to non-United States based shoppers accessing United States online merchant websites
- Advised venture capital fund in multiple private investments in public equity (PIPEs) of a publicly traded provider of mortgage brokerage and banking services and subsequent recapitalization of the primary operating subsidiary
- Represented a venture capital fund in multiple investments in a software developer whose conversion rate optimization software solution enables e-commerce providers to increase the conversion rate of existing web traffic into online sales
- Advised a population healthcare company in a private offering of Convertible Notes under Rule 506(c) of Reg. D
Public Companies and Securities/Corporate Governance
Mr. Sarnowski advises NYSE, NASDAQ and OTCQX companies in the defense, banking and finance, insurance and drone manufacturing industries on a broad range of corporate governance and securities law matters, including:
- Review and analysis of annual, quarterly and current reports filed with the SEC, registration statements, proxy statements, as well as earnings releases and other press releases
- Preparation of governing documents for boards of directors, including committee charters, director independence standards and corporate governance guidelines, and providing insight regarding related new developments, best practices and market trends
- Analysis and disclosure of executive compensation matters, including disclosures associated with equity awards, new hires, terminations, resignations, promotions, post-M&A integration and Section 16 reporting, as well as preparation of employment agreements, equity incentive plans, annual (non-equity) incentive plans, consulting agreements and offer letters
- Benchmarking of corporate governance trends and "hot topics," such as current trends for director overboarding policies, director term limits, executive compensation clawback policies and the use of exclusive forum bylaw provisions
- Advice on compliance with Industry Guide 3 (Statistical Disclosure by Bank Holding Companies)
- Provision of Rule 144 opinions for the removal of restrictive legends from restricted stock certificates