Andrew J. Miller

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Andrew J. Miller, JD, CM&AA®, counsels main street and middle market partnerships, corporations, limited liability companies (LLCs) and other types of enterprises on a wide variety of transactional and general corporate matters. Andy has extensive experience representing clients that are buying or selling businesses through asset- or stock-based transactions. Andy is a Certified M&A Advisor (CM&AA®) through the Alliance of Mergers & Acquisitions Advisors.

He also regularly counsels investors and borrowers in various types of business financings, including commercial bank financing, SBA 7(a) and 504 loans, mezzanine financings, asset-based loans, factoring arrangements, private loans, private equity investments and other types of financing. Much of his transactional work in these areas involves advice on deal structure for tax and operational efficiency as well as restructuring businesses for future growth and development. He believes strongly in a team approach to business deals that involves working closely with other finance, business and accounting professionals to achieve successful results for his clients.

Andy’s clients run the gamut from start-ups to early growth companies to mature corporations and professional practice groups. Throughout his years of practice, he has advised numerous entrepreneurs looking to bring new ideas to market — counseling them on a variety of legal matters, including copyrights, trademarks, trade secrets, franchises, commercial contracts, collections, taxes, real estate, environmental, municipal and land use, and employment issues. In addition, Andy is a licensed title insurance agent in the state of Pennsylvania and has assisted numerous clients in all types of commercial and residential real estate matters, including purchases, financings, leases, land development, title issues, homeowner associations and condominium associations.

His also advises clients on municipal and land use law. Andy serves as solicitor for local government entities and has worked on various municipal law matters for other local governing bodies. He also assists private clients with land use matters, including zoning and development issues and appeals.

Prior to joining MPL in 2002, Andy practiced corporate law in the Washington, D.C. office of a large international law firm. Before that, he served as law clerk to United States District Judge Sidney A. Fitzwater in Dallas, Texas.

Representative Recent Merger & Acquisition Transactions

• Buyer counsel in the $11 million commercial bank financed acquisition of a New England based mechanical contracting firm.
• Buyer counsel in the acquisition of a York County based HVAC contractor.
• Buyer counsel in the SBA-financed acquisition of a York County based machine shop.
• Buyer counsel in the acquisition of a well-established York County restaurant and underlying real estate.
• Sponsor entity counsel in a series of transactions to gain majority control of an IT services company with worldwide operations
• Buyer counsel in the $5 million stock acquisition of a mechanical contracting firm
• Buyer counsel in acquisition of an established franchise food business
• Buyer counsel in leveraged acquisition of a government contracting firm
• Buyer counsel in the acquisition of an IT security consulting firm
• Buyer counsel in the acquisition of a regional bus transportation company
• Buyer counsel in the leveraged acquisition of a machine tools distribution company
• Buyer counsel in the acquisition of the landscape services division of a diversified regional company
• Buyer counsel in the acquisition of a printing company
• Buyer counsel in acquisition of daycare facility being divested by a corporate daycare operator
• Seller counsel in asset sale of a division of a machine finishing and surfacing company
• Seller’s counsel in the separate sales of two franchised automobile body shops and underlying commercial real estate
• Seller counsel in sale of restaurant businesses
• Seller counsel in the sale of an automobile dealership
• Seller counsel in the sale of a dental practice
• Seller counsel in the sale of a national computer software and consulting company

Representative Financing Transactions

• Borrower counsel to hotel owner in the refinancing of a $9 million construction loan.
• Borrower counsel to mechanical contracting firm in the refinancing of $5 million commercial loan.
• Borrower counsel in a $9 million private debt and equity refinancing of a financial services firm
• Borrower counsel in a $7 million private debt and equity financing of a financial services firm
• Borrower counsel in private debt and equity financing of the holding company for an engineering services firm and IT security-consulting firm
• Borrower counsel in restructuring and refinancing of a commercial construction business
• Borrower counsel in financed buyout of partners in a professional practice
• Borrower counsel in the post-acquisition refinancing of a machine tools distribution company
• Investor counsel in the second-round funding in an integrated video services firm
• Investor counsel in the private equity financing of a wireless Internet services firm
• Investor counsel in the restructuring of an investment in an automobile sales and financing business
• Company counsel to an HVAC component manufacturing company in multiple rounds of common and preferred equity financing
• Investor counsel in the formation of a limited liability company providing services for unmanned aerial vehicles (UAVs) in civilian markets

Representative Real Estate and Project Development Transactions

• Developer counsel for acquisition and construction loan financings for multiple nationally-branded hotel projects
• Buyer counsel in the acquisition of a retail shopping center
• Developer counsel in zoning matters for commercial-retail shopping center
• Owner counsel in the $15 million construction of a water filter plant
• Developer counsel in the approval phase for development of a 220 unit mixed use development
• Developer counsel for the creation and establishment of a homeowners’ association for a 90-unit townhouse development
• Developer counsel for development of a retail center
• Developer counsel for various matters related to homeowners’ association in a 70-unit development
• Developer’s counsel for various matters related to a multi-phase condominium project and association
• Seller counsel in the sale of several reclaimed shale-mining sites by a leading national brick manufacturer
• Buyer counsel for the zoning use approvals and acquisition of multiple future properties for shale extraction by a leading national brick manufacturer
• Buyer counsel in acquisition and financing of multiple farm tracts for a growing family agribusiness
• Buyer counsel in the acquisition of multiple retail gas stations
• Represented buyer of a telecommunications tower site
• Represented buyer of a former industrial building for conversion to a trade school
• Represented an alternative school in various zoning hearing matters related to relocation of facilities
• Represented a leading national retail center landlord in obtaining zoning approval for a bank branch in a local shopping plaza

Bar Admissions

Pennsylvania
New York
District of Columbia
U.S. District Court Middle District of Pennsylvania
U.S. District Court Eastern District of Pennsylvania
U.S. District Court Northern District of Texas
U.S. Court of Appeals 3rd Circuit

Education

Duke University School of Law, Durham, NC
J.D. – 1999 (Executive Editor, Duke Environmental Law & Policy Forum)
Duke University Nicholas School of the Environment, Durham, NC
M.E.M. – 1999
Cornell University, Ithaca, NY
B.S. – 1994

Professional Associations and Memberships

• Alliance of Mergers & Acquisitions Advisors, Certified Mergers & Acquisitions Advisor (CM&AA®)
• American Bar Association, Section of Business Law and Section of Taxation
• District of Columbia Bar Association
• New York State Bar Association
• Pennsylvania Bar Association
• York County Bar Association, Past-President, Board of Directors
• Pennsylvania Municipality Authorities Association
• Pennsylvania State Association of Township Supervisors

Civic Activities

• York County Community Foundation, Codorus Endowment Committee
• Ski Roundtop Race Club (SRRC), Board of Directors; USSA Alpine Office, USSA Certified Level 100 Coach
• National Ski Patrol, Senior Patroller, Eastern Pennsylvania Region Legal Committee
• Wounded Warrior Patrol, Legal Committee
• Stewards of the Lower Susquehanna, Inc., Past Member Board of Directors
• Southern Pennsylvania District of the Church of the Brethren, Past Member Board of Directors
• Children’s Aid Society, Past Member of Board of Directors
• Watershed Alliance of York (WAY) Inc., Past Member Board of Directors