Buy Side

Supporting an Ecommerce Rollup Operator Through Initial Structuring and Multiple Acquisitions

Company

Inversal

Industry

Ecommerce

TYpe

Buy-Side, Rollup

At A Glance

Marc has been in the trenches of Ecommerce for a long time. When the time finally came for him to lead his own network of Ecommerce brands, we worked with him to structure things efficiently and to facilitate multiple acquisitions. We continue to provide support as he consolidates his burgeoning Ecommerce empire.

The Full Story

Marc has a long history of operating and scaling Ecommerce brands. We met Marc through Rhodium Network, a community of digital entrepreneurs. He was searching for attorneys flexible enough to handle distressed acquisitions and we were searching for people completing multiple transactions. It was a great match. When he began to execute his plans, we worked with Marc to structure Inversal, Inc. as a holding company with operating subsidiaries, as well as helping him create standard investor documents that have now been recycled several times so Inversal could accept investment on a per-deal basis. Representing a single client in multiple transaction allows us to cater our basic agreements to the specific needs and desires of that client as some clients care more about certain deal terms than others, and we have now customized documents to suit Inversal’s specific needs.

Marc is based in Asia, so we have to be flexible when scheduling meetings with him. This has become more common as we have worked with more and more clients not just in the United States but also in Europe, Asia, and Australia who are involved in transactions governed by US law. With Marc, we often meet early in the morning. Other clients prefer evening meetings. Regardless, we work with our clients to make sure that we’re available wherever they are and few law firms facilitate as many cross-border transactions as we do. Since we are involved in so many cross-border transactions, we also have a growing network of partner firms in other jurisdictions and work with specialist tax counsel and the like when needed.

Inversal specializes in Ecommerce turnarounds. This means that none of their transactions are normal and each presents new challenges. There are always creditors involved in the acquisitions since the target businesses are almost always insolvent and restructuring the existing debt is a major component of the transactions. This only adds more complexity to the typical Ecommerce deal discussions around inventory, account control, earnout metrics, and the like. We’ve worked on several transactions now for Marc and Inversal, including the acquisition of a sunglasses brand and the acquisitions of multiple clothing brands.

Not all of Inversal’s acquisitions have worked out. Some distressed businesses are too far gone to save. That is why we work so hard to mitigate the downside risks of a transaction for our clients, making sure that payments are tied to specific business outcomes and that issues with one business do not spill over and affect other businesses in the portfolio. We look forward to the day when we will represent Inversal on the sell-side after a few successful turnarounds, but for now we continue to support Inversal as it both expands and consolidates its portfolio. As for his thoughts about working with us:

James David Williams at Barlow & Williams has been instrumental in our company's growth, expertly helping us with both our corporate formation and acquisitions. His understanding of the legal landscape and proactive approach ensure everything goes smoothly and efficiently. We highly recommend Barlow & Williams for their professionalism, responsiveness, and exceptional legal expertise.
Marc Roca

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