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Loeb Represents Lead Investor in the Take-Private Acquisition of ARC Document Solutions

Loeb & Loeb represented the lead investor in TechPrint Holdings, LLC, a private acquisition entity, in its acquisition of ARC Document Solutions, Inc., a specialty digital printer and scanning services provider with shares listed on the New York Stock Exchange. In addition to the lead investor, whom Loeb represented in his individual capacity and not in his capacity as ARC’s longtime chairman and chief executive officer, the investors in TechPrint Holdings included various individuals who had been serving as officers of ARC, as well as a private investor and other affiliated entities.

Under the terms of the agreement, TechPrint Merger Sub, a wholly owned subsidiary of TechPrint Holdings, was merged with and into ARC Document Solutions, with ARC Document Solutions surviving the merger and becoming a wholly owned subsidiary of TechPrint Holdings. Each outstanding share of ARC’s common stock (other than shares held by the investor consortium and their affiliated entities, and other than shares held by stockholders exercising statutory appraisal rights in connection with the transaction) was converted into the right to receive cash consideration of $3.40. In conjunction with merger, ARC secured a credit agreement that included a revolving credit facility of up to $60 million and a $125 million term loan. This financing was used to fund the merger consideration and refinance existing debt and will support ongoing working capital needs.

Loeb advised the lead investor with respect to the structuring, negotiation and implementation of the transaction. The firm also advised the lead investor with respect to U.S. Securities and Exchange Commission disclosure and other regulatory requirements, as well as with respect to tax, executive compensation and employee benefits, and private client matters in connection with the deal. Loeb also handled the negotiation and implementation of the definitive financing documentation in connection with the transaction. 

The Loeb team was led by Corporate partner Terrence Allen, Private Client partner Ronald Pearson and Loeb Co-Chair Mitch Nussbaum, and included Capital Markets partners Norwood Beveridge, Giovanni Caruso, Angela Dowd and Janeane Ferrari; Corporate associates Marina Ahmad and Harrison Finch and paralegals Maria Melikyan, Joshua Rosenstock and Susan Zalduendo; Finance partner Miriam Cohen and associate Adam Rose; Tax partner Shahrooz Shahnavaz and associate Simoné Hovsepian; Executive Compensation & Employee Benefits partner Michael Gerald; Jay Musoff, co-chair of the White Collar Criminal Defense & Investigations practice; and Litigation partner Jerry Phillips and senior counsel Nicole Travers.