Laura DiFrancesco

My practice focuses on a real estate, commercial financing and corporate transactions, including mergers and acquisitions, venture capital transactions, corporate restructurings and reorganizations, and general corporate matters. My clients include a number of privately owned, middle-market companies as well as publicly held companies in the finance, technology, real estate and manufacturing sectors. I have represented: - a distribution company in connection with the negotiation of $4 billion of contracts for a post-acquisition integration of a subsidiary - a distribution company in connection with the negotiation of $400 million customer contract - a health care technology company in connection with $2 million preferred stock offering to angel investors, including validating certain prior corporate acts that were defectively made - a specialty pet food manufacturer in $1.2 million sale of business to a strategic buyer - a middle-market financial services company, as agent and lender, in $42 million secured revolving credit facility to an affiliation of borrowers in connection with acquisition of healthcare technology company - many financing institutions in financing of real estate acquisitions and asset based lending - a components and systems manufacturer in a strategic acquisition - a supplier of aerospace components and systems in its disposition of a subsidiary - financial institution in multiple acquisitions of stone and cabinetry distributors - individual and private equity firm investors in the sale of an informational services firm - outside and management investors in the acquisition of pre-construction, engineering, construction and mechanical services companies - investment management companies in fund formation, including series LLC’s - shareholders in shareholder dispute regarding health care companies

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My practice focuses on a commercial financing and corporate transactions, including mergers and acquisitions, venture capital transactions, corporate restructurings and reorganizations, and general corporate matters. My clients include a number of privately owned, middle-market companies as well as publicly held companies in the finance, technology, real estate and manufacturing sectors. I have represented: - a health care technology company in connection with $2 million preferred stock offering to angel investors, including validating certain prior corporate acts that were defectively made - a specialty pet food manufacturer in $1.2 million sale of business to a strategic buyer - a middle-market financial services company, as agent and lender, in $42 million secured revolving credit facility to an affiliation of borrowers in connection with acquisition of healthcare technology company - many financing institutions in financing of real estate acquisitions and asset based lending - a components and systems manufacturer in a strategic acquisition - a supplier of aerospace components and systems in its disposition of a subsidiary - financial institution in multiple acquisitions of stone and cabinetry distributors - individual and private equity firm investors in the sale of an informational services firm - outside and management investors in the acquisition of pre-construction, engineering, construction and mechanical services companies - investment management companies in fund formation, including series LLC’s - shareholders in shareholder dispute regarding health care companies

My practice focuses on a variety of transactional matters in the areas of real estate, financing, complex business transactions, mergers and acquisitions, and general corporate matters. I have represented regional and national developers, landlords, banks and other lenders, and private and public companies. I am a contributing author of several published articles, including "Delaware" in State-by-State Guide to Architect, Engineer and Contractor Licensing, Aspen Law & Business. As a select illustration of my experience, I have represented: -special committees of board of directors of international energy companies in negotiation and acquisition of energy projects -an international energy company in restructuring of international entities - a public communications company in securitization of a $4 billion transaction - many financing institutions in financing of real estate acquisitions - national developers in acquisition and leasing of real estate portfolios, including a $51 million acquisition of Delaware office parks I am barred in Pennsylvania and Delaware.

Assumed primary research and drafting responsibilities for judicial bench memoranda regarding a variety of Bankruptcy cases to assist his honor in reaching decisions, drafted an opinion, reviewed fee applications and omnibus objections, and observed court proceedings Conducted extensive research for Administrative Court issues. Trusted to deal directly with Judges, Court Deputies, and Lawyers to aid his honor in administrative duties

Researched several issues of Corporate Law and composed Memos to reflect findings Drafted LLC, LP, and Merger Agreements, Board Resolutions, and Consent Agreements Reviewed and Opined on complex business strategies

Drafted License Agreement, advised changes to a Purchase Agreement, Drafted Officer and Secretary Certificates to Asset Purchase Agreement Conducted extensive research in Commercial Financial Services, Employment, and Intellectual Property Divisions

• Assumed primary research and drafting responsibilities for judicial bench memoranda regarding a variety of Criminal cases to assist his honor in reaching decisions, drafted an opinion, and observed court proceedings • Conducted extensive research for Administrative Court issues. Trusted to deal directly with Judges, Court Deputies, and Lawyers to aid his honor in administrative duties

Led twenty cheerleaders to success on the sidelines of football games and in competitions as well as help them gain confidence as young girls. •Manage six assistant coaches •Created the music for the competition routine •Designed and organized the competition routine •Taught the routine to the girls •Competed against other teams in Chester County

Concentration in Finance and Real Estate

Dean’s Merit Scholarship & Top 20% of Class

Graduated with 3 majors and a minor and a concentration in 3 years, Presidents List, Deans List, Dean’s Award for Undergraduate Achievement, McKissick Scholarship Recipient, Capstone Scholar, Emerging Leader Certificate