Lee J. Potter, Jr.

Partner

  • Lee J. Potter, Jr.
  • Phone: +1 212 692 1095

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  • Duane Morris LLP
    1540 Broadway
    New York, NY 10036-4086
    USA
  • Duane Morris LLP
    230 Park Avenue, Suite 1130
    New York, NY 10169-0079
    USA

Lee J. Potter, Jr. practices in the area of corporate law with a concentration in mergers and acquisitions, joint ventures – including several transactions involving investments in federal opportunity zones – and private equity. Mr. Potter regularly advises foreign and U.S. companies, both publicly held and private, on a wide variety of corporate and transactional matters, including mergers, acquisitions, joint ventures, venture capital and private equity transactions, debt financings, restructurings and general corporate issues, including advising non-profits in connection with their organization and governance. He has represented companies across a broad array of industries, including aerospace and defense, manufacturing, technology, financial services, transportation, retail, fashion, media, insurance and energy.

Mr. Potter is a 1992 graduate, with honors, of the University of North Carolina School of Law (joint J.D./M.B.A.), where he was articles editor for the North Carolina Law Review and a member of the Order of the Coif, and a graduate of Oberlin College. He is a member of the American Bar Association and the New York State Bar Association.

Representative Matters

    Mergers & Acquisitions

  • Represented TÜV SÜD, one of the leading service providers for Testing, Inspection and Certification (TIC) worldwide, in its acquisition of the Sustainable Investment Group, LLC (SIG) and Green Building Education Systems, LLC (GBES), which offer services and training for sustainable real estate in new and existing buildings, focusing on LEED standards.

  • Represented the founder and a current minority owner of a leading e-commerce retailer of flexible spending account (FSA) and health savings account (HSA) eligible products and services in its acquisition by a leading global investment firm. 

  • Represented Avante, a Chilean-based investment group, in negotiating a joint venture agreement and purchase agreement in the acquisition of a 50% interest in an existing multi-family apartment complex in Ohio. 

  • Represented Envac, a Swedish environmental technology company, in its acquisition of all of the membership interests in Precision Air Convey, LLC.

  • Represented a major engineering company in its multimillion-dollar acquisition of a New York-based grandfathered professional engineering corporation via a simultaneous signing and closure of a stock purchase agreement.

  • Acted as US counsel to F.E.R. fischer Edelstahlrohre GmbH, a German company, in connection with the sale of two of its subsidiaries to Advent Technologies Holdings, Inc.

  • Represented a leading distributor and retailer of motor fuels in the sale of its assets, including more than 1,400 wholesale fuel locations and 70 retail convenience stores, to a large U.S. operator of gas stations/convenience stores in a transaction valued at over $350 million.

  • Represented Otto Bock Healthcare, a leading manufacturer and supplier of prosthetics headquartered in Germany, in its acquisition of BionX Medical Technologies, Inc. and of Freedom Innovations, LLC.

  • Represented TÜV SÜD AG in its strategic acquisition of RCI Consultants Inc., located in Houston, Texas. TÜV SÜD is a large, German-based testing, inspection and certification company with operations in Europe, Asia and the U.S.

  • Represented a subsidiary of Safran, SA in its acquisition of a U.S. manufacturer of optical devices. Safran is a large French aerospace/defense company with more than 10 billion Euros in annual sales and 50,000 employees worldwide.

  • Represented a Spanish petroleum company in connection with a proposed acquisition of a Taiwanese manufacturing entity.

  • Represented Voxx International Corporation in its $20 million acquisition, through Newco, a Delaware LLC, of 54 percent of the assets of EyeLock, Inc., a Puerto Rico corporation, and EyeLock Corporation, a Delaware corporation, and a wholly-owned subsidiary of EyeLock, Inc.

  • Acted as U.S. counsel to Labelux GmbH in connection with its acquisition of Jimmy Choo, the British-based luxury shoe and leather goods company.

  • Advised TÜV SÜD AG in connection with its acquisition of Global Risk Consultants Corp.

  • Represented an insolvent jewelry retailer in two separate sales of subsidiaries.

  • Advised a German manufacturer in connection with a bid for a Philippines-based business.

    • Private Equity

  • Represented a German pension fund in its initial investment into the owner of a high-end African resort hotel in a game preserve that also conducts safari tours.

  • Represented a Dutch entity in documenting an equity and debt investment in a development project led by Eenhorn, LLC, a Michigan-based developer, for multi-family and retail space to be located in Texas.

  • Advised a private equity firm in a $100 million secured credit facility with a major U.S. Bank. The loan was secured by mortgages covering approximately 72 sites located in 3 states.

  • Represented American Infrastructure MLP Fund L.P. (AIM), a California-based private equity firm, in its acquisition of a controlling interest in the Quik-Way Group. Quik-Way owns and operates more than 110 gas and convenience stores in Texas. As part of the transaction, AIM made an equity capital contribution and arranged for a new $100 million credit facility with a major commercial bank.

  • Represented Joh. A. Benckiser, the 80-plus percent stockholder of cosmetics manufacturer Coty, Inc., in Coty's $1 billion initial public offering (IPO).

  • Represented a portfolio company of a private equity firm in connection with obtaining a $50 million revolving credit facility secured by mortgages in multiple states.

  • Represented EQT Partners as part of international team in its acquisition of the US assets, in the amount of $270 million, of UC4 Software Group.

  • Represented a New York-based private equity firm in connection with a potential bid for the assets of a bankrupt luxury stationery business.

  • Advised a German private equity fund on its acquisition of a small manufacturer located in Buffalo, N.Y. Also represented this fund in obtaining secured debt financing from a German bank to fund the acquisition.

    • Joint Ventures

  • Represented Rocket Development Partners LLC in the closing of a $100M equity investment for a $217.5M construction project in Huntsville, Alabama. 

  • Advised Linden Lane Capital in connection with its $40 million opportunity zone investment into, and simultaneous purchase of, 1201-15 Callowhill Street in Philadelphia. The purchase consisted of an existing parking lot that will be adaptively reused into 210 market-rate apartments and ancillary parking for the residents. The equity investment came from four sources, which invested in $12 million of common equity and $29 million of preferred equity, all of which will be entitled to opportunity zone benefits. 

  • Represented Rocket Development Partners, LLC, a real estate agency, in connection with a joint venture agreement, in which affiliates of Off Road Capital Management, LLC along with Rocket Development Partners, LLC invested in a development project to construct 500 apartments and 44,000 in retail space located in an opportunity zone in Alabama. 

  • Represented 2120 East York LLC, the borrower/developer of 54 units of market rate housing in Philadelphia, in a transactional joint venture to create three separate, qualified opportunity zone funds, which in turn invested in a Qualified Opportunity Zone Business (“QOZB”) where a lender to the transaction, PNC Bank, also invested equity in the QOZB.

  • Assisted Public Health Management Corporation (PHMC) in leasing 100,000 square feet of space at 4601 Market Street, an historic 300,000+ square foot building, and in structuring a joint venture investment for PHMC with Iron Stone Partners in the adaptive reuse of the remainder of the property, utilizing historic and new market tax credits to create a neighborhood medical center and office complex.

  • Represented a Chilean multifamily family office in its $92 million acquisition and financing of a multi-level, 350,000 square foot shopping mall in Maryland; transaction included a joint venture with a commercial real estate development and net lease company in Tennessee, as well as a real estate acquisition and associated bank financing.

  • Represented a German pension fund in a joint venture with a US party in developing a recycling plant in California.

  • Represented American Infrastructure Funds, a private equity firm, in a joint venture transaction with Charter School Capital.

  • Represented Labelux Group, a Vienna-based luxury goods holding company, in its acquisition of a controlling interest in Derek Lam International LLC for an undisclosed sum.

  • Advised private company in a joint venture transaction involving the acquisition of mobile home properties.

  • Represented DQS Deutsche Gesellschaft zur Zertifizierung von Managementsystemen GmbH on the U.S. portion of its joint venture with Underwriters Laboratories, Inc.

    • Other Corporate Matters

  • Advised a Spanish investor regarding its SEC filing obligations in connection with the acquisition of shares in a U.S. public company.

  • Represented ThinkSmart, Ltd., an Australian lease finance company, in establishing operations in the U.S.

  • Advised a U.S. public company in connection with an internal restructuring involving the issuance of "stapled stock" to an affiliated entity.

  • Represented a startup in a private equity offering under Regulation D, the proceeds of which were to be used to bid for assets of a telecom company in bankruptcy proceedings.

  • Advised foreign bank in preparation and filing of a Form S-8 for issuance of ordinary shares for purposes of issuing ADR's to participants in its incentive equity plan.

  • Represented a start-up bio-diesel producer in obtaining initial financing of $7.9 million from four institutional investors.

Admissions

  • New York

Education

  • University of North Carolina School of Law, J.D., with honors, 1992
  • University of North Carolina, Kenan-Flagler Business School, M.B.A., 1992
  • Oberlin College, B.A., 1983

Experience

  • Duane Morris LLP
    - Partner, 2007-present
  • Arent Fox LLP
    - Partner, 2005-2007
  • Donahue & Partners LLP
    - Partner, 2003-2005
  • Willkie Farr & Gallagher LLP
    - Associate, 1997-2003
  • Cravath, Swaine & Moore LLP
    - Associate, 1992-1997

Professional Activities

  • American Bar Association
    - Member, Business Law Section
  • New York State Bar Association
    - Member, International Section

Honors and Awards

  • Recipient of the "2012 Jeremy G. Epstein Award for Pro Bono Service" from the City Bar Justice Center

Selected Publications

Selected Speaking Engagements

  • Presenter, "Drafting Effective Acquisition Agreements: Avoiding Potential Pitfalls," National Constitution Center, Webinar, January 22, 2015
  • Presenter, "Properly Drafting Preliminary 'Agreements': Avoid Breaches and Unwanted Litigation," National Constitution Center, Webinar, March 10, 2014
  • Speaker, "Avoiding Oral Breach Claims Arising From M&A Discussions," The Knowledge Congress Live Webcast Series, October 17, 2011
  • Co-lecturer on the topic of "Making Business Acquisitions in the U.S." to a delegation of visiting Chinese business executives sponsored by the Chinese State-Owned Assets Supervision and Administration Commission of the State Council (SASAC), September 26, 2011
  • Guest lecturer on the topic of structuring new businesses presented May 24, 2011 to a group of entrepreneurs in an event sponsored by the South Bronx Overall Economic Development Corporation
  • Co-lecturer at "International Mergers and Acquisitions in a Changing Legal and Business Environment," a presentation given on May 11, 2011 as part of "Global Law Week," an event sponsored by the New York State Bar Association's International Section
  • Co-lecturer at presentation for start-up businesses titled "Legal Structures and Tax Implications" on February 22, 2011, sponsored by the New York State Small Business Development Center, the Brooklyn Public Library - Business Library, the Brooklyn Economic Development Corporation, and the New York City Bar’s Neighborhood Entrepreneur Law Project
  • Panelist, First Degree NYC meeting, discussing capital raising options for smaller companies, November 2010
  • Presented lecture titled "How To Structure Your Small Business" on March 18, 2010 to a group of entrepreneurs, as part of a program sponsored by the New York City Bar's Neighborhood Entrepreneur Law Project and the Queens Economic Development Corporation