Professional Experience
Jonathan Beckham has extensive experience counseling clients with respect to a broad range of corporate finance and commercial transactions, including mergers and acquisitions, private equity investments and private placements, project finance and secured loan transactions, joint ventures and partnership formations, real estate acquisitions and divestitures, construction services, wealth and estate planning and information technology development and procurement. Mr. Beckham routinely assists clients with internal corporate matters, including tax planning, corporate reorganizations, executive compensation, partnership and shareholder governance issues, employment and severance agreements, and compliance implementation measures and investigations. From time to time, he oversees litigation and settlements relating to commercial disputes.
Previously, Mr. Beckham served as Senior Counsel and advisor to Tata Communications International (formerly VSNL International), Teleglobe International Ltd, and Teleglobe Communications Corporation. Additionally, he served as a corporate and tax lawyer for the law firms of O’Melveny & Myers LLP and Baker & McKenzie, and as a consultant for privatization to the World Bank.
Education
LL.M. (taxation), Georgetown University Law Center, 1998
J.D., Stanford Law School, 1994
B.S., University of Pennsylvania, Wharton School of Business, 1989
Bar Admissions
State of New York
District of Columbia
Representative Matters
Mergers and Acquisitions
International Corporate Restructuring of Tata Communications International (NYSE: TCL)
- Coordinated and participated with accounting and tax specialists and overseas counsel in planning, documenting and implementing international corporate restructuring project involving intercompany asset and stock dispositions, liquidations and mergers involving entities in over fifteen jurisdictions worldwide
Proposed Stock Purchase of Managed Services Provider
- Represented publicly-traded telecommunications service provider in proposed $70 million stock purchase acquisition of managed services provider
Proposed Stock Purchase of Information Technology Government Contracting Firm
- Represented buyer in proposed $3 million stock purchase of information technology government contractor (S corporation)
Proposed Divestiture of 8(a) Government Contracting Firm
- Drafted stock purchase agreement and other documents associated with proposed stock sale of government contracting firm approaching $80 million in annual revenue
Proposed Acquisition of Overseas Retail Oil Distribution Operation
- Represented buyer in proposed acquisition of $300 million acquisition of retail gas station assets in Nigeria
Acquisition of Wireless Spectrum
- Represented private fund in acquisition of wireless spectrum from AT&T Wireless
Sale of Controlling Interest in Overseas Wireless Subsidiary
- Represented Linkserve Limited in $1.5 million sale of wireless subsidiary shares
Merger of Publicly Traded International Telecommunications Services Providers
- Served as counsel to Teleglobe International Holdings Ltd (NASDAQ: TLGB) in connection with $300 million merger/amalgamation with Tata Communications International
Forward-Subsidiary Merger to Acquire International VOIP-Services Provider
- Served as counsel to Teleglobe International Holdings Ltd in connection with its acquisition of a leading VOIP-services provider, ITXC Corp (NASDAQ: ITXC) in a subsidiary merger transaction pursuant to an SEC Form S-3 filing
Acquisition and Disposition of Telecommunications Assets
- Represented Teleglobe Communications Corp (NYSE: TGO) in acquisition and divestiture of numerous indefeasible rights of use to terrestrial and subsea cable systems with value in excess of $350 million, and in development and ownership of consortium cable systems; represent carriers in acquisition of DWDM and other telecommunications equipment
Divestiture of Equity Interest in Retail Furniture Business
- Represented executive/entrepreneur in divestiture of interest in retail operation with $10 million+ in revenues and related settlement
Proposed Merger of Venture-Funded Entities
- Represented venture-funded telecommunications services provider, Archura, Inc., in proposed merger of operating LLC and C corporation. Completed tax planning
Overseas Private Placement of Shares of Internet Services Provider
- Represented Internet Services Provider in connection with receipt of $3 million equity investment
Divestiture of Mechanical Engineering Firm
- Represented prominent DC-based mechanical engineering firm in connection with $1.3 million asset sales transaction to convey business
Settlement of Cure Payments Relating to Assumption of Debtor-in-Possession Contracts
- Represent Teleglobe International Holdings Ltd and affiliates in settlement of various bankruptcy-related claims, including various claims exceeding $2 million
Divestiture of Information Technology Government Contractor
- Represented sole proprietor in $3 million asset sale transaction involving earn-out
Acquisition of Assets From Debtors-in-Possession Under Chapter 11
- Represent various purchasers, including venture-funded enterprise, with respect to acquisition of assets from debtors-in-possession under Chapter 11
PROJECT FINANCE, REAL ESTATE, SECURED LENDING
Development and Financing of $240 Million Subsea Cable Telecommunications System
- Represented subsea cable system operator, Main One Cable Company, in connection with $120 million mezzanine debt and equity financing, sale of system indefeasible rights of use, landing station, and marine, equipment and materials supply contract for cable system from Portugal to Nigeria
Real Estate Acquisitions and Divestitures
- Represented individual seller in $12 million sale of limited liability company owning three commercial and warehouse buildings
- Formed partnership and drafted and negotiated purchase agreement in connection with $2 million acquisition and leasing of commercial property
- Represented charter school services company in its purchase of $2.1 million commercial building pursuant to a sale-leaseback transaction and tax-exempt swap
Secured Real Estate Loan Transactions
- Represented several mezzanine lender in workouts of secured debt secured by real property, securities, etc.
- Represented mezzanine lender in $1.5 million equity investment in and tax structuring of 240-acre residential land development project
- Represented various non-bank lenders in multiple secured lending transactions
- Represented commercial borrower in $1 million SBA secured loan transaction
Real Property Leasing and Construction Services Transactions
- Represented Teleglobe International and Tata Communications International in negotiation of office and collocation center leases worldwide, lease assumptions, amendments and extensions, including guarantees and letters of credit
- Represented construction services company in issuance of $500,000 convertible loan
- Drafted and negotiated construction services agreements for collocation and data service agreements involving statements of work exceeding $1.5 million in value; drafted and negotiated customer collocation and data service center lease agreements
COMMERCIAL AND INFORMATION, COMMUNICATIONS AND TECHNOLOGY CONTRACTS
Negotiation and Drafting of CEM Manufacturing Agreements
- Drafted and negotiated outsourced manufacturing agreements with overseas vendors for Tyco International with aggregate value of $60 million annually
Negotiation of Information Technology Vendor Procurement Contracts
- Drafted and negotiated software license agreement pertaining to construction and integration of software platform into telecommunications network pursuant to provisioning of $2 million equipment platform; negotiation of various software vendor agreements, including joint development, billing, equipment software licenses, marketing services, and value added services agreements; drafting and negotiation of telecommunications equipment purchase agreements
Form IT Agreements for Various Publicly Traded Corporations
- Prepared form information technology agreements, including license, nondisclosure, development, agent and other specialized sales and procurement agreements for legal and procurement departments of publicly traded corporations
Private Offerings and Commercial Representation for Early-Stage Companies
- Represented proprietary broadband technology company, fixed wireless equipment manufacturer, satellite capacity services provider, and other early stage ventures, drafting offering memoranda and investment documents for offerings ranging from $5 million to $10 million, as well as commercial agreements, including equipment purchase, joint venture, marketing and license agreements
- Represented overseas mining operator in connection with private offerings, logistics and employment agreements, partnership and joint venture agreements
- Represented government contractors in connection with subcontracts, teaming agreements and joint ventures
EXECUTIVE COMPENSATION AND EMPLOYMENT
- Planned and drafted Incentive and Non-Qualified Stock Option Plans, Incentive Stock Option Plans and agreements, warrants, restricted stock agreements, and Nonqualified Deferred Compensation Plans pursuant to IRC 409A
- Drafted and negotiated numerous executive employment agreements, including agreements for founders of private equity financed ventures, University Presidents and senior personnel, and physicians
- Drafted and negotiated partnership and limited liability company agreements, including agreements setting forth profits interests, options and other compensation pursuant to IRC Section 83
- Negotiated producer services agreements for media services provided to various cable and broadcast networks, including BET, CBS, ABC, NBC, CurrentTV, PBS and others
- Planned and drafted trust and estates documents and asset protection vehicles, including inter vivos revocable trusts, life insurance and other trusts for high-net worth individuals
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