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Sarah Hewitt

Partner
T 212-973-8123; 215-751-2123
    Sarah Hewitt is co-chair of the Firm's Business Services Department. She also leads the Corporate Practice Group, co-chairs the Mergers and Acquisitions and Art Law Practice Groups, and is a member of the Associates Professional Development Committee. As a corporate partner, she represents public and private companies, both U.S. and international, including emerging companies, family businesses, women and minority-owned businesses and nonprofit corporations, in the areas of corporate and securities law, private equity and venture capital financing, mergers and acquisitions, corporate governance, and general corporate counseling. She has also represented borrowers and lenders in secured and unsecured financing transactions, including asset-based loan transactions, most recently focusing on loans secured by fine art. She advises clients in a wide range of industries, including art, energy, financial services, gaming, mining, services, software, technology, and telecommunications.

    AREAS OF EXPERIENCE

    Ms. Hewitt counsels issuers, underwriters, and investors, as well as directors, executive officers, and shareholders, in a wide variety of matters including:
    • venture capital and private equity transactions;
    • public and private securities offerings;
    • SEC registration and periodic reporting requirements, as well as stock exchange rules and regulations;
    • proxy statements and consent solicitations;
    • domestic and cross-border mergers and acquisitions;
    • divestitures;
    • financings;
    • recapitalizations;
    • joint ventures and strategic alliances;
    • corporate restructurings and reorganizations; and,
    • corporate governance.

    Ms. Hewitt advises U.S. and international clients on the formation of U.S. corporations, partnerships, limited liability companies and joint ventures and counsels clients on a wide variety of contractual issues.

    Prior to joining Schnader, she was a partner at Thelen LLP and its predecessor, Brown Raysman, as well as Whitman Breed Abbott & Morgan.

    Representative Experience

    Ms. Hewitt's recent engagements include representing:

    Mergers and Acquisitions
    • An international trade print publisher in the creation of a joint venture with a new media agency and the acquisition by the venture of certain of the assets of a regional media group.
    • A leading provider of outsourced billing and statement services and customer communication management in the acquisition of all the stock of a privately-held, Minnesota-based data management and document management services company for cash and a related loan from a consortium of banks.
    • A leading provider of outsourced billing and statement services and customer communication management in the acquisition via merger of a privately-held, Baltimore-headquartered, performance-based online marketing company for cash and a related loan from a consortium of banks.
    • An invoice and statement printing, electronic billing payment and presentment services and presentment and business process outsourcing services company in the acquisition of all the stock of a national, full-service document management provider specializing in electronic and paper based billing; high quality variable printing; distribution and mail services; electronic and film based storage; and medical release of information for cash and securities and a related loan from a consortium of banks. 
    • An invoice and statement printing, electronic billing payment and presentment services and presentment and business process outsourcing services company and its shareholders in the sale of their shares to a newly-formed Employee Stock Ownership Plan and in the related financing from a consortium of banks.
    • A small cap U.S. public company in the sale of 85 percent of its stock to an oil and gas developer in West Texas.
    • A family business in the scrap recycling industry in the purchase of shares from minority shareholders.
    • An energy investment fund in the sale of their interest in the third largest solar energy developer in the United States to a Fortune 500 company that owns and operates one of the country's largest and most diverse power generation portfolios.
    • A privately-owned mining, metals and minerals consulting business in the sale of its business and assets to an international mining and minerals consulting firm.
    • Buyers and sellers in purchasing and selling personal services businesses such as accounting practices and consulting firms.

    Private Equity and Venture Capital
    • An entertainment company with a portfolio of branded radio programs in sports, news talk and entertainment in the sale by its members of 31.5 percent of the equity to a Connecticut-based private equity fund for $15 million.
    • An energy investment fund in their $17.5 million private equity investment, and the subsequent restructuring of such investment and their multiple follow-on investments, in the third largest solar energy developer in the United States.
    • A provider of innovative technology-based raw materials to the cosmetics industry in a strategic collaboration agreement with a public company traded on the Tokyo Stock Exchange which included a $3 million Series A Preferred Stock investment.
    • A family-owned investment company in the acquisition of an option to purchase the minority equity interests of a group of companies that support the marine and offshore industry with a wide range of equipment, services and support from a family of private equity funds.
    • A Midwestern venture capital firm in its preferred stock investment in a company with a mobile restaurant waitlist app that empowers people to get in line from their mobile phone and show up when their table is ready.

    Finance
    • A national bank in connection with a $75 million Reducing Revolving Credit Facility and a $2 million Letter of Credit Facility for a New York Stock Exchange listed company.
    • A full-service deepwater intervention and support company that supports the marine and offshore industry with a wide range of equipment, engineering and services in approximately $58 million of asset-based loans from a consortium of banks.  
    • A specialty lender in a loan to an Israeli art dealer for the purchase of a work by Francis Bacon. The loan closed the morning after the Francis Bacon triptych of Lucian Freud sold at a then-record price of $142.4 million at the Christie's contemporary art auction in New York.
    • A specialty lender in a loan to a Los Angeles-based art advisor for the purchase of a 2006 work by Damien Hirst.
    • A Bermuda-based specialty lender in a loan to an Israeli tech entrepreneur secured by 49 contemporary artworks including works by Irving Penn, Pablo Picasso, Robert Rauschenberg, Gerhard Richter, Andy Warhol and others.
    • A specialty lender in the creation of a loan facility and drawings thereunder for two Los Angeles collectors secured by 35 contemporary artworks, including works by Jeff Koons, Takashi Murakami, Yoshitomo Nara, Julian Schnabel and others.
    • A manufacturer of telecommunications equipment and devices for fiber optic and copper networks in a secured loan from a regional bank.
    • An environmental asset management firm in a $10.5 million senior secured loan facility for a biomass power generation facility located in Blue Lake, California.
    • An environmental asset management firm in a $12.5 million senior secured loan facility for two biomass power generation facilities located in Chowchilla and Merced, California.

     

    Corporate Governance
    • A NYSE-listed financial services company which migrated from Canada to Delaware in a presentation to its Board on directors' fiduciary duties and the best practices of directors.
    • A New York not-for-profit corporation in corporate governance matters including the revision of its bylaws, standing rules and committee charters in accordance with applicable state and federal law and best practices.
    • A New York not-for-profit corporation in the revision of its bylaws, policies and committee charters to confirm to the provisions of the New York Nonprofit Revitalization Act of 2013.

    Securities
    • Public companies in the technical requirements of compliance with the periodic disclosure requirements of Securities Exchange Act of 1934 as those requirements bear on both corporate and director and officer reporting as well as conformity with stock exchange rules and regulations.
    • Boards of directors and audit, nominating, governance and compensation committees of public companies on matters of particular shareholder sensitivity.
    • Various emerging companies in private placements of securities involving integration of preferred rights of  different series and other issues.
    • An investment bank as placement agent in a series of Registered Direct and PIPE Offerings of the stock of various publicly-traded pharmaceutical and medical device companies.

    International
    • As local U.S. counsel, the shareholders of a U.K. technical production company delivering specialist production services to corporate clients, event agencies, production companies, PR and communications agencies, hotels and venues in the sale of their shares to a U.S.-based company which provides event technology services for the hotel, resort and conference center industry.
    • An investor group in the formation and capitalization of a company to purchase, lease, license, build, operate and maintain cell towers and sites in Central America, South America and the island nations of the Caribbean.
    • A U.S. company owning a controlling interest in a Chinese coal transportation and trading company in the sale of a majority of its equity interests to a local Chinese coal operator.
    • A small cap U.S. public company in the acquisition of the stock of a software company with a proprietary mobile platform from a privately-held U.K. company.
    • An Italian company engaged in the sale and distribution of espresso coffee and coffee products and the operation of franchised and proprietary coffee shops in a migratory merger of its U.S. operating company from New York to Delaware.

    COMMUNITY ACTIVITIES

    Ms. Hewitt served as a member of the Board of Governors and the Corporate Secretary of The Cosmopolitan Club.

    Ms. Hewitt served as a member of the Board of Directors of The Junior League of the City of New York. She previously served on the Board of Managers and the Management Council, as Treasurer, Finance Manager, Sustainer Nominating Chair, Nominating Chair, Nominating Vice-Chair, Chair of the Audit Committee and as a member of the Executive, Ethics, and Governance Committees.

    Ms. Hewitt was a 2013 NYC Pipeline Fellow, and is an Angel Investor, investing in early-stage women-led businesses.

    Ms. Hewitt serves on the advisory board of Cissé Trading Company, a women-led business.

    Ms. Hewitt is a member of the Women Presidents' Organization and a supporter of women in business.  

    Education

    • Cornell Law School, J.D., 1982
    • Williams College, B.A., Political Science, 1979, Minor, Art History

    Court Admissions

    • U.S. District Court, Southern District of New York

    Bar Admissions

    • Pennsylvania, 2013
    • New York, 1983

    Professional Affiliations

    • American Bar Association
    • Association of the Bar of the City of New York
    • Securities Industry and Financial Markets Association

    Other Distinctions

    • Received the highest possible rating from Martindale-Hubbell
    • Selected as a "New York Super Lawyer", 2016-2018
    • Member of the Law360 Mergers & Acquisitions Advisory Board, 2018