Holland & Knight - Automotive Retail & Dealerships

AUTOMOTIVE RETAIL AND DEALERSHIPS

Consolidation, shifting distribution channels and service models, the advent of widely available electric vehicles (EVs) and the infrastructure required to support them and e-commerce are rapidly changing the landscape relating to the automotive, heavy truck, industrial and construction equipment dealers, motorcycle, recreational vehicle (RV) and retail industries. In a complex market, trusted legal advisors who understand the opportunities and challenges facing dealers and investors today fundamentally affect business outcomes.

Holland & Knight's Automotive Retail and Dealerships Practice consists of dedicated attorneys with substantial technical know-how and deep legal insight into these industries and markets. Members of our team help enable our clients to meaningfully address today’s challenges and guide them through an ever-changing landscape. Our attorneys believe in the relative strength of the sector long-term and guide clients as they weather macroeconomic disruption, regulatory changes, reduced availability of credit and financing, and burgeoning innovation to achieve their unique business objectives.

DIFFERENTIATORS: LEADING

FACILITATORS

AT THE NEXUS OF INDUSTRY TRENDS

Holland & Knight's Automotive Retail and Dealerships Practice features a distinct combination of experience, in-depth knowledge, market coverage and capabilities that few law firm possess. The team consists of more than 35 nationwide, multidisciplinary attorneys who work with dealers and investors on legal issues relating to the buying or selling of dealerships, investments in dealerships and ongoing dealership operations, including manufacturer relationships and multiple financing structures. Led by an industry standout who has closed more than 300 transactions, the team has advised on approximately 60 transactions since 2021 with an aggregate value in excess of $3 billion. Several team members have been focused on the dealership sector for 15 years or more.

The team has significant experience across the retail dealership industry, having worked closely with automobile, motorcycle, RV, heavy truck, and industrial and construction equipment dealers and investors through a multitude of transactions. They represent privately held dealership and dealer groups, public strategic investors and financial investors including private equity and family offices seeking to access the sector due to its relative resilience and consistency over time. Few law firms possess this distinct combination of experience, in-depth knowledge, market coverage and capabilities with automotive retail and other dealership transactions.

COMPREHENSIVE SERVICES

Our Automotive Retail and Dealerships Practice draws on seasoned attorneys throughout the firm who are experienced in mergers and acquisitions, debt and equity financing, joint ventures, real estate, regulatory compliance, manufacturer relations including dealer applications, framework agreements and facility projects, labor and employment, litigation, cybersecurity and data privacy, advertising and taxation, among other areas.

Given this experience, our attorneys thoroughly understand the business operations and unique issues that arise in the dealership world. Based in 32 offices across the Americas, the team has advised on transactions in more than 30 states. Our lawyers also have long-standing relationships with national and local accounting firms, as well as valuation firms, brokers, financial specialists and wealth managers, investment bankers, lenders and insurance providers that we use to better service our clients' business and legal needs.

OUR SERVICES AND CLIENTELE

ƒ dealership buy-side and sell-side transactions

ƒ federal and state law regulatory compliance counseling

ƒ manufacturer relationships

ƒ financing, including floorplan, mortgage and acquisition (blue sky) loans

ƒ real estate acquisition, disposition, financing and leasing

ƒ labor and employment

ƒ construction and property development

ƒ corporate restructuring

ƒ employee benefits

ƒ management equity plans

ƒ intellectual property

ƒ cybersecurity and data privacy

ƒ private equity and joint venture

ƒ succession planning

ƒ tax disputes

ƒ reinsurance

ƒ advertising/marketing

ƒ litigation and dispute resolution

SELECT REPRESENTATIVE TRANSACTIONS

ƒ Advised a large auto dealership group in connection with multiple acquisitions in several states to expand from two dealerships to 21 through six separate transactions

ƒ Negotiated various framework agreements with multiple manufacturers for multiple distinct clients

ƒ Advised several financial investors in multiple and separate joint venture transactions to partner with dealer operators to fund acquisition strategies of auto dealerships, heavy truck dealerships and construction equipment dealerships

ƒ Worked with a large auto dealership group owned by a family office to structure and implement an acquisition and consolidation plan on a nationwide basis

ƒ Represented a large single-family office with its initial investment in retail automotive industry and ongoing acquisitions and group solidification; representation included dealership acquisition, disposition, and related real estate and financing matters

ƒ Advised several clients on the creation and structuring of management equity participation plans

ƒ Advised a leading provider of personal transportation solutions in connection with acquisitions to expand its footprint nationally

ƒ Represented a foreign car dealership as lead counsel in defense of preliminary injunctive relief sought by an automobile wholesaler in Puerto Rico

ƒ Represented a private dealership group in the acquisition of one of the largest Mercedes-Benz dealerships in the U.S. on an accelerated timeline

ƒ Restructured a large private dealership group, with operations in four states, in connection with an ownership transition, including manufacturer negotiations relating to ownership and ongoing control matters

ƒ Advised several clients on large-scale platform financing with commercial and/or nonbank lenders for dealership groups with operations in several states and multiple flooring sources

ƒ Advised several private equity groups and family offices on internal structures and processes in purchase transactions involving multiple dealership groups

HIGHLY RANKED

Holland & Knight regularly ranks among the most active law firms for venture capital, private equity, and mergers and acquisitions (M&A) transactions in reputable, benchmarking league tables published by Bloomberg, The Deal, LSEG, Mergermarket and PitchBook. The Legal 500 and Chambers also recognize Holland & Knight for its work in the space.