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Leib Orlanski

Partner
+1.310.552.5044
Fax +1.310.552.5001
Mr. Orlanski helps companies and management teams find acquisition targets to buy, brings in private equity firms to finance buy-outs or growth capital, and structures and documents the terms of the M&A and investment transactions that he originates. He also represents companies seeking to find underwriters for an IPO or a follow on public offering or a PIPE financing, structures the terms of the public offering or the private placement, and represents either the issuer or the underwriter in public stock offerings. He was named a Southern California "Super Lawyer" by Los Angeles Magazine in 2006, 2007 and 2008.

Professional Background

Mr. Orlanski is a member of The Aerospace and Defense Forum and Association for Corporate Growth (ACG). He has been a member of the State Bar Corporation Committee; a Lecturer, California Continuing Education of the Bar; Los Angeles County Bar Association Annual Update on Developments in Securities Law; he has been a member of the Corporation Commissioner's Blue Ribbon Adversary Committee, and a Lecturer and Chairman for the University of California, Los Angeles Extension Courses on “Going Public,” and “Off-Balance-Sheet Financing.”

Mr. Orlanski has been a member of the Federal Regulation of Securities -- Business and Corporation Law Subsection of the Los Angeles County Bar Association, is a former member of the Executive Committee of the Caltech/MIT Enterprise Forum, and a co-founder of the Acorn Angels, a network of high technology and Internet investors. He was a director of elabor.com of Camarillo, California, a venture backed Internet software provider for labor management, Simeus Foods International, a Texas based meat processor, and is currently a director of Gamecolony.com, an on-line chess tournament company. Mr. Orlanski was also a member of the Ernst & Young Entrepreneur of the Year Selection Committee for Los Angeles.

Speaking Engagements

Mr. Orlanski has spoken extensively on corporate topics. Recent speaking engagements include the following:

  • “Acquisition Due Diligence,” webinar presented by Expert Webcast, 2014
  • “Drafting M&A Purchase Price Adjustment Clauses,” webinar presented by Strafford, 2014
  • “Raising Capital for Companies,” webinar presented by Expert Webcast, 2014
  • "Negotiating the Stock Purchase Agreement: What You Need to Know to Control Legal Fees in an M&A Transaction," ACC-SoCal Roundtable, 2012

M&A and Private Equity

  • Represented Affinity Media, an online marketplace to sell virtual gold to World of Warcraft players and other online gamers in a $60,000,000 debt and equity recapitalization from Goldman Sachs Credit Partners and Oak Investment Partnership, a Goldman Sachs affiliated fund. World of Warcraft was the most successful of a genre of games termed Massively Multiplayer Online Role-Playing Games (MMORPGs or MMOs). For a monthly fee, people could play these games (which also included Ever Quest and installments of the Final Fantasy series) as characters in open-ended fantasy or science fiction worlds. Over time, players upgraded their characters' status and abilities by going on quests to gain online currency (referred to as gold) which Affinity Media auctioned for cash as the effort and skill of the players in achieving their gold was commensurate to the price at which the gold could be auctioned to other online gamers.
  • Represented privately held Hydra Media, Inc. in two $30 million aggregate private equity investments made by a large private equity fund
  • Represented Oregon-based Powin Corporation in the $25 million sale of a 30% interest in its wholly owned subsidiary, Powin Energy Corporation (a developer of large battery storage systems) to Hong Kong-based SF Suntech, Inc. (a subsidiary of Shunfeng Photovoltaic International, Inc., a Hong Kong Stock Exchange listed company).
  • Represented Sheffield Manufacturing, Inc. (a Southern California-based provider of precision machining products to the aerospace industry) in the $16 million acquisition of Fortune Manufacturing (a precision manufacturer of titanium, aluminum, and stainless steel components for military and commercial aircraft markets), and the acquisition of Hermach Machine, Inc. (a manufacturer of machine parts for the aerospace industry).
  • Represented privately held Conesys, Inc. (a Southern California-based manufacturer of MIL-SPEC connectors used in military, aerospace, and commercial aviation and industrial applications), in the acquisition of Jerrik, Inc. (a manufacturer of highly engineered military and aerospace fiber optic filter connectors), and the subsequent resale of the Jerrik subsidiary to Carlisle Companies.
  • Represented First Nations Capital Partners II, LLC, of Woodland Hills, California, in its capacity as Manager of PRC Acquisition Company, LLC (a California limited liability company composed of two Indian nations--Colusa Indian Community Economic Development Corporation and First Nations Economic Development Corporation) in the acquisition of 51% of PRC Composites, LLC (a manufacturer of fiberglass cargo containers serving a variety of industrial, defense, and aerospace customers). The deal was valued at $7.5 million. First Nations is the first inter-tribally controlled private equity firm in the United States, composed of the Rincon Luiseno and Colusa Indian Tribes.
  • Represented First Nations Capital Partners II, LLC, in the acquisition of a controlling interest in Advance Adapters, Inc., of Paso Robles, California (a leading manufacturer of transmission conversion adapters, transfer case conversion adapters, engine mounts, and transfer cases), in a combined asset and LLC interests acquisition. The transaction closed on January 1, 2017 (the value was not disclosed).
  • Represented First Nations Capital Partners, LLC in the acquisition of Everson Cordage Works of Everson, Washington (a manufacturer of twines and ropes for fishing, industrial, and commercial uses), in a combined asset and stock transaction.
  • Represented Field Asset Services Inc. (a leading physical assets servicer of homes in foreclosure) in the sale of the company to First Service of Canada.
  • Represented JBS Group, Inc. (a hotel booking and travel tour operator specializing in serving Chinese visitors to the U.S.) in the sale of the company to Tui Travel, Plc (a large Spanish-based international tour and accommodation company). The transaction was structured as a sale of 100% of the stock of JBS Group for $11,475,000 in cash and earnouts.

Public Offerings

  • Represented Roth Capital Partners, LLC, as underwriter’s counsel in $58 million public stock offering by Access Integrated Technologies (NASDAQ: AIXD)
  • Represented Roth Capital Partners, LLC as underwriter’s counsel of $30 million public stock offering by Natus Medical (NASDAQ: BABY)
  • Represented Cove Apparel, Inc., in $21 million reverse merger with Euroseas, Ltd. (Stock Symbol: EUSEF, OB)
  • Represented Grove Capital in $9 million private placement and reverse merger with Halozyme Therapeutics, Inc. (NASDAQ: HALO)
  • Represented Arigene, Co., Ltd. (KOSDAQ 067850.KQ), a Korean public company and RTM acquisition company, in the $83 million tender offer for Trimeris, Inc. (NASDAQ: TRMS), a biopharmaceutical company.
  • Represented Cirracor, Inc., in a $90 million reverse merger with Panda Ethanol (stock symbol: PDAE.OB)
  • Represented IRadimed Corporation, a leading medical device manufacturer of MRI compatible nonmagnetic IV infusion pumps, in its $14.4 million initial public offering.