JohnBabala
Partner
Corporate
jbabala@seyfarth.com
PROFILE
EXPERIENCE
NEWS & INSIGHTS
ACCOMPLISHMENTS
John is the go-to legal resource on domestic and cross-border transactions and financings for clients operating in a wide range of industries.
More About John
For over 30 years, John has provided legal services for clients on sophisticated corporate transactions, strategic financing, high-stakes disputes, and complex regulatory matters. He is widely recognized for his counsel on transformative mergers and acquisitions, cross-border joint ventures, capital markets transactions, and both in- and out-of-court restructurings. His global reach involves jurisdictions across Africa, Australia, Canada, China, France, Japan, Luxembourg, Mexico, Singapore, the United Kingdom, and the United States.
Serving as outside general counsel to entrepreneurs, owners, private equity sponsors, multinational enterprises, and private and publicly held companies, John has a strong focus on clients in the fashion, luxury, and beauty sectors—industries where brand value, global scale, and regulatory complexity converge. His experience also spans aerospace and defense, beverage alcohol, energy, finance, health care, hospitality, and recruiting and staffing.
Serving as outside general counsel to entrepreneurs, owners, private equity sponsors, multinational enterprises, and private and publicly held companies, John has a strong focus on clients in the fashion, luxury, and beauty sectors—industries where brand value, global scale, and regulatory complexity converge. His experience also spans aerospace and defense, beverage alcohol, energy, finance, health care, hospitality, and recruiting and staffing.
Education
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Education
- JD, University of Michigan Law School
Admissions
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Admissions
- California
- Illinois
- Ohio
Related Services
Related Services
EXPERIENCE
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EXPERIENCE
Mergers and Acquisitions
- Represents underwriters, placement agents, and finders relating to issuances of in excess of $30 billion in public and private issuances of securities.
- $676 million in restructured tax-exempt municipal bond issuances.
- $476 million re-REMIC transaction relating to roll-up of existing real estate mortgage investment conduits.
- Represented Samson & Surrey Holdings Luxembourg S.à r.l. in its $360 million sale to Heaven Hill Distilleries, Inc., involving over 30 markets globally.
- $221 million acquisition and private equity financing of 11 professional services companies for a private equity fund.
- $201 million acquisition of Eltron International, Inc. (NASDAQ: ELTN) for Zebra Technologies Corporation (NASDAQ: ZBRA).
- $175 million tender offer for DH Technology, Inc. for a leading French manufacturer of thermal printing solutions.
- $150 million spin-off of Roxio, Inc. (NASDAQ: ROXI) from Adaptec, Inc. (NASDAQ: ADPT), for Roxio.
- $140 million acquisition of Nogatech, Inc. for Zoran Corporation (NASDAQ: ZRAN).$125 million acquisition of a nonstandard insurance line of business from a California-based leading property and casualty insurance company (pending).
- $115.5 million sale of TIMEC Holdings, Inc. to Transfield Services (International) Pty Limited. Securities and Finance
- $105 million restructuring of a Hawaiian real estate development partnership, including a $50 million real estate acquisition and related acquisition of general and limited partner interests in the partnership for approximately $55 million, for a leading Arizona-based golf course and real estate developer.
- $75 million leveraged buy-out of the most profitable Jiffy Lube franchisee in the US with over 90 stores in five states, together with options and leases relating to the franchisee’s real estate holdings, for the franchisee.
- $50 million acquisition of Comtec Information Systems, Inc. for Zebra Technologies Corporation (NASDAQ: ZBRA).
- $45 million merger of ProcessClaims, Inc. and CCC Information Services Inc.
- $40 million sale of VacationRentals.com, Inc. to HomeAway, Inc.
- Represented Spring Mountain Vineyard Inc. in its $42 million sale to MGG Investment Group LP.
- $28 million sale of a prominent Los Angeles-based asset management company to a New York bank, for the asset management company.
- $12.5 million acquisition of outstanding interests in Performance Team Freight Systems, Inc. and related subsidiaries from non-management shareholders.
- $12 million acquisition of a substantial minority interest in the second-largest independent advertising agency in Los Angeles on behalf of a Tokyo-based public company and second-largest advertising agency in Japan, for the Japanese public company.
- $9 million sale of Computer Clearing Services, Inc. to Penson Worldwide, Inc.
- Representing the buyer in the purchase of a hotel in California, including fund formation and $6 million financing (pending).
- $3.05 billion acquisition of a Denver-based health care subsidiary of a leading Swedish medical technology and health care conglomerate.
- Multiple acquisitions of energy-related assets including, among other things, wind power farms, co-generation facilities, oil and gas pipelines, and interests in LNG facilities and refineries.
- Sale of an integrated collision management software company to CCC Information Services Inc.
- Formation and ongoing representation of Samson & Surrey Holdings Luxembourg, S.à.r.l., an artisanal spirits producer, including acquisitions of Few Spirits, Blue Coat Gin, Brenne Whisky, Widow Jane Whiskey, Mezcal Vago, and Tequila Ocho. Representation also included debt and equity investments and general legal matters.
- Represented BAMKO, Inc., in its sale to Superior Uniform Group, Inc. (NASDAQ: SGC).
- Represented bankruptcy trustee in the sale of assets of Penthouse Global Media, Inc. to WCGZ Ltd. of the Czech Republic, including worldwide licensing of intellectual property.
- Represented a buyer in the acquisition of a California property owned by CVS Health Corporate Headquarters.
- Represented a 3PL company in the sale of specified assets to another 3PL company, involving corporate restructuring and multiple transactions.
- Represented the seller in the sale of multiple parcels of land at a golf course in La Quinta, California.
- Represented a leading health care staffing agency in acquiring specified assets of another health care staffing agency.
- Represented the buyer in the acquisition of a car wash, including related private financings and investments.
- Representing a leading health care staffing agency in its sale (pending).
- Representing three leading accredited addiction treatment centers in their multimillion-dollar sale (pending).
- Represent leading provider of commercial, architectural, residential, and vehicle appearance and protection services in connection with international expansion and general legal matters.
- Underwriter, Placement Agent & Broker-Dealer Representation
- Representation of underwriters, placement agents and broker-dealers with respect to day-to-day corporate matters, including engagement letters, due diligence, securities advice and related matters
- Represent leading retailer of appliances and tools, as well as lawn and garden, fitness, and automotive repair equipment in connection with real estate related joint ventures.
Issuer Representation
- SEC reporting for Bofl Holding, Inc. (NASDAQ: BOFI), parent of Bank of Internet USA, a consumer focused, FDIC insured, nationwide savings bank operating primarily over the Internet, with $1 billion in assets.
- S-3 and related securities filings with respect to a leading Los Angeles-based private equity fund’s conversion of $220 million of Series A Preferred Stock of the leading publicly held rent-to-own company.
- S-1 for NovaMed Eyecare, Inc. (NASDAQ: NOVA) initial public offering.
- S-1/A and related SEC reporting for CS Financing Corporation (no ticker symbol – bonds do not trade).
- S-4 and related securities filings with respect to Zebra Technologies Corporation’s (NASDAQ: ZBRA) acquisition of Eltron International, Inc. (NASDAQ: ELTN).
- S-4 and related securities filings for Zoran Corporation (NASDAQ: ZRAN) in connection with its acquisition of Nogatech, Inc.
- Form 10 and related Information Statement for Roxio, Inc. (NASDAQ: ROXI) spin-off.
- US securities filings for DWave Systems, Inc., a developer and manufacturer of state of the art quantum computers, operating systems, algorithms, hardware, superconductors, and quantum physics.
Secured Lending
- Represented a secured lender in a construction loan transaction.
- Represented a prominent New York fund in loan agreements for secured credit facilities.
- Represented MaxLite, Inc. and MaxWest LLC in securing a $42 million finance facility from JPMorgan Chase Bank, N.A.
- $24 million asset-based loan including $12.8 million revolver and $11.2 million term facilities provided by Comerica Bank to Performance Team Freight Systems, Inc.
- $45 million asset-based revolving and term loan facilities provided by a syndicate of leading US banks for a leading manufacturing company.
- $541 million senior mortgage loan and $34 million mezzanine loan by a leading Scottish bank group to a leading Arizona-based golf course and real estate developer, together with a subsequent restructuring of the loans to, among other things, increase the principal amounts of the loans to an aggregate of $650 million for the developer.
- Over $1 billion in real estate-based revolving and term loan facilities made available by a leading insurance and financial services company.
- Over $1 billion in asset-based revolving and term loan facilities made available by the capital division of a leading US manufacturing company and its affiliates.
Private Equity
- $130 million fund formation for a publicly held Houston-based oil exploration and production company investing capital in start-up and emerging growth companies, principally in the energy, energy services and energy transmission businesses.
- $50 million venture capital fund formation and related private financings and investments.
- $25 million recapitalization and private equity financing by a leading New York-based media company.
- $21 million convertible note investment in Performance Team Freight Systems, Inc. by Bison Capital Equity Partners II-A, L.P. and Bison Capital Equity Partners II-B, L.P.
- $18 million private equity financing by Big Sky Ventures IV, L.P., in Big Sky Insurance Holdings, LLC (Charles Schwab family money) (pending).
- $15 million investment by a leading New York-based private equity fund in a company acquiring, owning and operating educational facilities for troubled youths.
- $10 million corporate reorganization, recapitalization and angel round financing, including management’s purchase of the company from a leading Korean electronics conglomerate.
- $2.6 million investment by a leading Palo Alto-based private equity fund in a leading company providing Internet-based insurance claims processing software and services.
- $1 million private financing to construct and operate an application service provider serving angels and entrepreneurs in facilitating funding transactions.
- Angel financing of Hope Wine, Inc. for working capital and business development.
- Represented Sole Technology Inc. (Altamont, etnies, ThirtyTwo, and Emerica brands) in connection with growth capital investment by First Capital and Karlin.
Intellectual Property Transactions
- 20+ software license and related maintenance services agreements for a leading New York-based financial and energy trading software company with counter-parties including leading banks in Australia, Canada, France, Mexico, and the United States, as well as public and private energy trading companies and government agencies.
- Multiple joint development agreements, distribution and development agreements and joint ventures for the development and commercialization of intellectual property for leading companies in the defense and energy industries.
- Multiple OEM and software licensing and development agreements for a leading developer and distributor of CD-burning and on line entertainment applications.
- Multiple licenses for software, hardware and other technology, web site development, IT, and telecommunications procurement and outsourcing.
Other
- Provided representation in the sale of a $4.5 million loan.
- Advised on investments in a leading 3PL company.
Leadership & Professional Affiliations
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Leadership & Professional Affiliations
• State Bar of California, Business Law Section, Opinions Committee
• American Bar Association
• Society of Corporate Secretaries and Governance Professionals, Smaller Public Companies Task Force
Presentations
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Presentations
- Speaker, "Data Science in the Boardroom," Board of Directors Center of Excellence, San Francisco, CA (May 15, 2018)
- Speaker, "Diversity in the Boardroom," Board of Directors Center of Excellence, LA Summit, Beverly Hills, CA (November 30, 2017)
- Panelist, Business Law Society Symposium, Loyola Law School, Chicago, IL (September 15, 2016)
- Speaker, "Mitigating Litigation Risk at the Deal Table, Part 1," Webinar, Polsinelli PC, M&A Litigation Series (October 15, 2015)
- Speaker, "Business Succession Planning and Exit Strategies for the Closely Held and Family Owned Business," Webinar, Expert Webcast (October 30, 2013)
- Speaker, "Constructing a Great Deal: How to Get the Most Out of Your M&A Transactions," ACG Conference, San Diego, CA (April 15, 2012)
- Speaker, "Impact of Mergers and Acquisitions on Small Businesses," National Small Business Conference, San Diego, CA (June 8, 2011)
Civic & Charitable
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Civic & Charitable
- Ronald McDonald House Charities of Southern California, Long Beach House, Founding Board Member
- University of Michigan Alumni Association, lifetime member
- Alma College, President’s Advisory Council
- Cranbrook Kingswood, Alumni Association, member
John is the go-to legal resource on domestic and cross-border transactions and financings for clients operating in a wide range of industries.
More About John
For over 30 years, John has provided legal services for clients on sophisticated corporate transactions, strategic financing, high-stakes disputes, and complex regulatory matters. He is widely recognized for his counsel on transformative mergers and acquisitions, cross-border joint ventures, capital markets transactions, and both in- and out-of-court restructurings. His global reach involves jurisdictions across Africa, Australia, Canada, China, France, Japan, Luxembourg, Mexico, Singapore, the United Kingdom, and the United States.
Serving as outside general counsel to entrepreneurs, owners, private equity sponsors, multinational enterprises, and private and publicly held companies, John has a strong focus on clients in the fashion, luxury, and beauty sectors—industries where brand value, global scale, and regulatory complexity converge. His experience also spans aerospace and defense, beverage alcohol, energy, finance, health care, hospitality, and recruiting and staffing.
Serving as outside general counsel to entrepreneurs, owners, private equity sponsors, multinational enterprises, and private and publicly held companies, John has a strong focus on clients in the fashion, luxury, and beauty sectors—industries where brand value, global scale, and regulatory complexity converge. His experience also spans aerospace and defense, beverage alcohol, energy, finance, health care, hospitality, and recruiting and staffing.
Education
Click to expand content section
Education
- JD, University of Michigan Law School
Admissions
Click to expand content section
Admissions
- California
- Illinois
- Ohio
Related Services
Related Services
EXPERIENCE
Click to collapse content section
EXPERIENCE
Mergers and Acquisitions
- Represents underwriters, placement agents, and finders relating to issuances of in excess of $30 billion in public and private issuances of securities.
- $676 million in restructured tax-exempt municipal bond issuances.
- $476 million re-REMIC transaction relating to roll-up of existing real estate mortgage investment conduits.
- Represented Samson & Surrey Holdings Luxembourg S.à r.l. in its $360 million sale to Heaven Hill Distilleries, Inc., involving over 30 markets globally.
- $221 million acquisition and private equity financing of 11 professional services companies for a private equity fund.
- $201 million acquisition of Eltron International, Inc. (NASDAQ: ELTN) for Zebra Technologies Corporation (NASDAQ: ZBRA).
- $175 million tender offer for DH Technology, Inc. for a leading French manufacturer of thermal printing solutions.
- $150 million spin-off of Roxio, Inc. (NASDAQ: ROXI) from Adaptec, Inc. (NASDAQ: ADPT), for Roxio.
- $140 million acquisition of Nogatech, Inc. for Zoran Corporation (NASDAQ: ZRAN).$125 million acquisition of a nonstandard insurance line of business from a California-based leading property and casualty insurance company (pending).
- $115.5 million sale of TIMEC Holdings, Inc. to Transfield Services (International) Pty Limited. Securities and Finance
- $105 million restructuring of a Hawaiian real estate development partnership, including a $50 million real estate acquisition and related acquisition of general and limited partner interests in the partnership for approximately $55 million, for a leading Arizona-based golf course and real estate developer.
- $75 million leveraged buy-out of the most profitable Jiffy Lube franchisee in the US with over 90 stores in five states, together with options and leases relating to the franchisee’s real estate holdings, for the franchisee.
- $50 million acquisition of Comtec Information Systems, Inc. for Zebra Technologies Corporation (NASDAQ: ZBRA).
- $45 million merger of ProcessClaims, Inc. and CCC Information Services Inc.
- $40 million sale of VacationRentals.com, Inc. to HomeAway, Inc.
- Represented Spring Mountain Vineyard Inc. in its $42 million sale to MGG Investment Group LP.
- $28 million sale of a prominent Los Angeles-based asset management company to a New York bank, for the asset management company.
- $12.5 million acquisition of outstanding interests in Performance Team Freight Systems, Inc. and related subsidiaries from non-management shareholders.
- $12 million acquisition of a substantial minority interest in the second-largest independent advertising agency in Los Angeles on behalf of a Tokyo-based public company and second-largest advertising agency in Japan, for the Japanese public company.
- $9 million sale of Computer Clearing Services, Inc. to Penson Worldwide, Inc.
- Representing the buyer in the purchase of a hotel in California, including fund formation and $6 million financing (pending).
- $3.05 billion acquisition of a Denver-based health care subsidiary of a leading Swedish medical technology and health care conglomerate.
- Multiple acquisitions of energy-related assets including, among other things, wind power farms, co-generation facilities, oil and gas pipelines, and interests in LNG facilities and refineries.
- Sale of an integrated collision management software company to CCC Information Services Inc.
- Formation and ongoing representation of Samson & Surrey Holdings Luxembourg, S.à.r.l., an artisanal spirits producer, including acquisitions of Few Spirits, Blue Coat Gin, Brenne Whisky, Widow Jane Whiskey, Mezcal Vago, and Tequila Ocho. Representation also included debt and equity investments and general legal matters.
- Represented BAMKO, Inc., in its sale to Superior Uniform Group, Inc. (NASDAQ: SGC).
- Represented bankruptcy trustee in the sale of assets of Penthouse Global Media, Inc. to WCGZ Ltd. of the Czech Republic, including worldwide licensing of intellectual property.
- Represented a buyer in the acquisition of a California property owned by CVS Health Corporate Headquarters.
- Represented a 3PL company in the sale of specified assets to another 3PL company, involving corporate restructuring and multiple transactions.
- Represented the seller in the sale of multiple parcels of land at a golf course in La Quinta, California.
- Represented a leading health care staffing agency in acquiring specified assets of another health care staffing agency.
- Represented the buyer in the acquisition of a car wash, including related private financings and investments.
- Representing a leading health care staffing agency in its sale (pending).
- Representing three leading accredited addiction treatment centers in their multimillion-dollar sale (pending).
- Represent leading provider of commercial, architectural, residential, and vehicle appearance and protection services in connection with international expansion and general legal matters.
- Underwriter, Placement Agent & Broker-Dealer Representation
- Representation of underwriters, placement agents and broker-dealers with respect to day-to-day corporate matters, including engagement letters, due diligence, securities advice and related matters
- Represent leading retailer of appliances and tools, as well as lawn and garden, fitness, and automotive repair equipment in connection with real estate related joint ventures.
Issuer Representation
- SEC reporting for Bofl Holding, Inc. (NASDAQ: BOFI), parent of Bank of Internet USA, a consumer focused, FDIC insured, nationwide savings bank operating primarily over the Internet, with $1 billion in assets.
- S-3 and related securities filings with respect to a leading Los Angeles-based private equity fund’s conversion of $220 million of Series A Preferred Stock of the leading publicly held rent-to-own company.
- S-1 for NovaMed Eyecare, Inc. (NASDAQ: NOVA) initial public offering.
- S-1/A and related SEC reporting for CS Financing Corporation (no ticker symbol – bonds do not trade).
- S-4 and related securities filings with respect to Zebra Technologies Corporation’s (NASDAQ: ZBRA) acquisition of Eltron International, Inc. (NASDAQ: ELTN).
- S-4 and related securities filings for Zoran Corporation (NASDAQ: ZRAN) in connection with its acquisition of Nogatech, Inc.
- Form 10 and related Information Statement for Roxio, Inc. (NASDAQ: ROXI) spin-off.
- US securities filings for DWave Systems, Inc., a developer and manufacturer of state of the art quantum computers, operating systems, algorithms, hardware, superconductors, and quantum physics.
Secured Lending
- Represented a secured lender in a construction loan transaction.
- Represented a prominent New York fund in loan agreements for secured credit facilities.
- Represented MaxLite, Inc. and MaxWest LLC in securing a $42 million finance facility from JPMorgan Chase Bank, N.A.
- $24 million asset-based loan including $12.8 million revolver and $11.2 million term facilities provided by Comerica Bank to Performance Team Freight Systems, Inc.
- $45 million asset-based revolving and term loan facilities provided by a syndicate of leading US banks for a leading manufacturing company.
- $541 million senior mortgage loan and $34 million mezzanine loan by a leading Scottish bank group to a leading Arizona-based golf course and real estate developer, together with a subsequent restructuring of the loans to, among other things, increase the principal amounts of the loans to an aggregate of $650 million for the developer.
- Over $1 billion in real estate-based revolving and term loan facilities made available by a leading insurance and financial services company.
- Over $1 billion in asset-based revolving and term loan facilities made available by the capital division of a leading US manufacturing company and its affiliates.
Private Equity
- $130 million fund formation for a publicly held Houston-based oil exploration and production company investing capital in start-up and emerging growth companies, principally in the energy, energy services and energy transmission businesses.
- $50 million venture capital fund formation and related private financings and investments.
- $25 million recapitalization and private equity financing by a leading New York-based media company.
- $21 million convertible note investment in Performance Team Freight Systems, Inc. by Bison Capital Equity Partners II-A, L.P. and Bison Capital Equity Partners II-B, L.P.
- $18 million private equity financing by Big Sky Ventures IV, L.P., in Big Sky Insurance Holdings, LLC (Charles Schwab family money) (pending).
- $15 million investment by a leading New York-based private equity fund in a company acquiring, owning and operating educational facilities for troubled youths.
- $10 million corporate reorganization, recapitalization and angel round financing, including management’s purchase of the company from a leading Korean electronics conglomerate.
- $2.6 million investment by a leading Palo Alto-based private equity fund in a leading company providing Internet-based insurance claims processing software and services.
- $1 million private financing to construct and operate an application service provider serving angels and entrepreneurs in facilitating funding transactions.
- Angel financing of Hope Wine, Inc. for working capital and business development.
- Represented Sole Technology Inc. (Altamont, etnies, ThirtyTwo, and Emerica brands) in connection with growth capital investment by First Capital and Karlin.
Intellectual Property Transactions
- 20+ software license and related maintenance services agreements for a leading New York-based financial and energy trading software company with counter-parties including leading banks in Australia, Canada, France, Mexico, and the United States, as well as public and private energy trading companies and government agencies.
- Multiple joint development agreements, distribution and development agreements and joint ventures for the development and commercialization of intellectual property for leading companies in the defense and energy industries.
- Multiple OEM and software licensing and development agreements for a leading developer and distributor of CD-burning and on line entertainment applications.
- Multiple licenses for software, hardware and other technology, web site development, IT, and telecommunications procurement and outsourcing.
Other
- Provided representation in the sale of a $4.5 million loan.
- Advised on investments in a leading 3PL company.
Leadership & Professional Affiliations
Click to expand content section
Leadership & Professional Affiliations
• State Bar of California, Business Law Section, Opinions Committee
• American Bar Association
• Society of Corporate Secretaries and Governance Professionals, Smaller Public Companies Task Force
Presentations
Click to expand content section
Presentations
- Speaker, "Data Science in the Boardroom," Board of Directors Center of Excellence, San Francisco, CA (May 15, 2018)
- Speaker, "Diversity in the Boardroom," Board of Directors Center of Excellence, LA Summit, Beverly Hills, CA (November 30, 2017)
- Panelist, Business Law Society Symposium, Loyola Law School, Chicago, IL (September 15, 2016)
- Speaker, "Mitigating Litigation Risk at the Deal Table, Part 1," Webinar, Polsinelli PC, M&A Litigation Series (October 15, 2015)
- Speaker, "Business Succession Planning and Exit Strategies for the Closely Held and Family Owned Business," Webinar, Expert Webcast (October 30, 2013)
- Speaker, "Constructing a Great Deal: How to Get the Most Out of Your M&A Transactions," ACG Conference, San Diego, CA (April 15, 2012)
- Speaker, "Impact of Mergers and Acquisitions on Small Businesses," National Small Business Conference, San Diego, CA (June 8, 2011)
Civic & Charitable
Click to expand content section
Civic & Charitable
- Ronald McDonald House Charities of Southern California, Long Beach House, Founding Board Member
- University of Michigan Alumni Association, lifetime member
- Alma College, President’s Advisory Council
- Cranbrook Kingswood, Alumni Association, member