Karl Teo Molin

Legal Work Highlights

Results may vary depending on your particular facts and legal circumstances.

Commercial Finance

• Represented a multinational investment bank and financial services holding company, as lender, in a transaction involving a credit agreement whereby the borrower entered into an asset purchase agreement to acquire substantially all of the assets of a Texas engineering company with a purchase price of $5.9 million.
• Represented the U.S. subsidiaries of a U.K. company in connection with a Facility Agreement between the U.K. company, as borrower, and a bank, as lender, in which lender made a loan to the client in the aggregate principal amount of approximately £19 million, to be used to finance a management buy-out of the company group.
• Represented a nonprofit scientific research institute as borrower in a loan transaction in which the client obtained a $6.5 million term loan with a first priority perfected interest in its marketable securities accounts.
• Represented a marine construction and dredging company as borrower in a loan transaction that involved an amendment to an existing $100 million revolving credit loan facility, adding a $55 million line of credit and a $50 million term loan facility.
• Represented a solar energy company and its numerous affiliates in a complex backleverage and project financing transaction consisting of three separate credit facilities, each with different lenders. In the first financing, lenders provided the client loans in the aggregate principal amount of $70 million. The second financing involved a second lien credit agreement that created a credit facility in the aggregate principal amount of approximately $20 million. The third financing restated an existing credit facility in the aggregate principal amount of €15 million and $1 million. Subsequently represented the client in transactions that incrementally increased the term loan commitments to $75 million and then $105 million, respectively.
• Represented a prominent New York nonprofit corporation, which is a Community Development Financial Institution (CDFI) that provides educational and loan services for homeowners, in raising funds through a debt offering circular and note program.

Mergers, Acquisitions, and Sales

• • Merged a major New York (501)(c)(3) nonprofit corporation trade association, with approximately 40,000 members throughout the world, with and into a newly-formed Arizona nonprofit corporation to effect a change of domicile via reverse merger and F reorganization. Managed relevant processes, such as maintaining the nonprofit’s 501(c)(3) tax exemption, shareholder and board of director corporate governance documents, and the merger document approval process with the New York Attorney General, Charities Bureau.
  • Represented debtors in a chapter 11 sale of two corporations under Section 363 of the U.S. Bankruptcy Code. The sale involved conveying rolling stock with a total purchase price of approximately $15.3 million.
  • Represented a nationwide pharmaceutical company in its sale of pharmaceutical drug rights with a purchase price of approximately $10 million.
  • Served as New York counsel to one of the ten largest public universities in the U.S. in its acquisition of a New York nonprofit corporation to expand its off-campus academic programs.
  • Represented a U.S. corporation in its purchase of substantially all of the assets of its Canadian target.

Corporate Governance, Formation, and Dissolution; Miscellaneous

• • Represented a Massachusetts 501(c)(3) nonprofit corporation in its dissolution, including drafting and filing all relevant applications and ancillary documents related to the dissolution, and handled filing and compliance with the Massachusetts Office of the Attorney General.
  • Represented a New York publicly traded company in its sale of listed shares to an Employee Stock Ownership Plan in the amount of approximately $6 million. Drafted transaction documents and handled submission of supplemental listing application to the New York Stock Exchange.
  • Drafted and filed formation and corporate governance documents for multiple limited liability companies, corporations, and nonprofits.
  • Assisted New Jersey businesses in formation matters, such as: drafting and filing formation certificates with the New Jersey Secretary of State; drafting corporate governance documents, including bylaws, operating agreements, and resolutions; completing and filing Business Registration Applications with the New Jersey Division of Revenue and Enterprise Services; obtaining Business Registration Certificates from the New Jersey Department of Treasury, Division of Revenue; and acquiring Employer Identification Numbers (EINs) from the IRS.
  • Drafted a Software Developer Agreement for a startup medical technology company to allow licensees to independently develop software applications.

The George Washington University Law School|Amherst College

J.D.|B.A., cum laude

|

• Associate Member, American Intellectual Property Law Association Quarterly Journal
• Member, Alternative Dispute Resolution Board
• Recipient, Dean’s Certificate for pro bono legal services

|

• Editor-in-Chief, The Indicator (Amherst College’s biweekly magazine)

Karl served as a clerk for the court(s) and judge(s) below:

Judicial intern to the Honorable Victor Ashrafi, New Jersey Superior Court, Appellate Division, Morristown, NJ, 2014

Karl is admitted to practice before the following court(s):

State of New Jersey|State of New York|District of Columbia

||

Local & National Recognition

Included on the New Jersey Super Lawyers Rising Stars list, Business/Corporate

Professional Affiliations & Memberships

George Washington Law Alumni Association
Member, Board of Directors, 2022-Present

American Bar Association

New Jersey State Bar Association

New York State Bar Association