Asset Purchase

By April 29, 2010 October 24th, 2018 Commercial Transactions, Jorge Hurtado

AUTO FINANCE COMPANY COMPLETES MULTI-MILLION DOLLAR ACQUISITION

Highlights

  • Cummins & White, LLP successfully represented Bankers Auto Acceptance Corporation, an auto finance company, when it purchased a Southern California-based competitor.
  • Based on its expertise in mergers and acquisitions, Cummins & White conducted due diligence, as well as drafted and executed nearly 40 sales-related legal documents, including the asset purchase agreement, closing the complex transaction in three months.

Attorneys

Case Study

Fred Whitaker and an associate of Cummins & White, LLP guided Bankers Auto Acceptance Corporation, an auto finance business, through its purchase of a similar Southern California company. Payment for the asset purchase came from three separate sources. Cummins & White provided assistance with the financing and purchase, working closely with Wells Fargo Preferred Capital, the primary lender. The complex transaction was completed quickly and without incident.

Background

Bankers Auto Acceptance Corporation, an auto finance company based in Long Beach, CA, was purchasing the assets of a competitor, Time Finance Company. Bankers Auto Acceptance planned to acquire Time Finance and continue to manage and operate the business under the Time Finance name and at its then current Covina, CA, location.

The purchase included Time Finance’s loan financing receivables (outstanding accounts, notes receivables, etc.), as well as all fixed assets such as furniture, fixtures, signage, equipment, machines, cars, and improvements to the office. Intangible assets such as Time Finance’s client and prospect lists, Internet addresses and web sites, and the company’s name and goodwill also were included. Payment came from a Wells Fargo Preferred Capital line of credit, a note to the seller, and cash from Bankers Auto Acceptance.

Legal Strategy

Fred Whitaker and an associate of Cummins & White, LLP, handled all aspects of the asset purchase for its client, Bankers Auto Acceptance, to ensure that the sale closed as planned. These efforts included negotiating all details of the transaction with the seller and Wells Fargo Preferred Capital. The firm drafted and executed 38 documents, including the:

  • Asset Purchase Agreement
  • Loan and Security Agreements
  • Subordination Agreement
  • Promissory Note and Financing Statement
  • Shareholder and Board Resolutions

Result/Implication

Mr. Whitaker and team actively participated in business negotiations on behalf of Bankers Auto Acceptance and finalized all of the many sales-related legal documents executed by both parties. The asset purchase closed within three months, and Bankers Auto Acceptance changed its name to Time Finance.

Mr. Whitaker said Cummins & White worked closely with Bankers Auto Acceptance to provide legal skills and counsel in planning, negotiating, and consummating the transaction. “We strive to combine legal skill with business acumen when working on a complex corporate transaction such as this,” he said. “We were pleased to represent the company in this multi-million dollar purchase.”