Edward S. Sarnowski

Edward S. Sarnowski is a member of the firm's Corporate, M&A and Securities Group and serves as Executive Partner of Holland & Knight's Jacksonville office. His practice focuses on mergers and acquisitions (M&A), advising emerging growth companies and successful startups, as well as representing angel and venture capital investment funds and other strategic investors in early-stage companies.

Mr. Sarnowski has led many M&A transactions (both buy-side and sell-side deals) across various industries and has represented emerging growth companies and investors in countless capital raises ranging from early seed-stage investments in Simple Agreement for Future Equity (SAFEs) and convertible promissory notes to later-stage Series A, B, C, D and E Preferred Stock financings and venture debt financings, some of which are highlighted below. Mr. Sarnowski represents promising emerging companies throughout all stages of their life cycle, from the formation and launching of a company, to capital raises, to day-to-day governance and operations, and to a successful exit or M&A event. He also serves as outside general counsel to numerous successful, venture capital-backed emerging companies and has worked closely with large, international companies on their corporate venture capital (CVC) investment programs. Mr. Sarnowski has also worked with public companies listed on the New York Stock Exchange (NYSE), Nasdaq and Over-the-counter (OTCQX) exchanges on reporting, corporate governance, regulatory, compliance and executive compensation matters.

Additionally, Mr. Sarnowski regularly assists pro bono clients with matters involving corporate, real estate and other issues, including representing active-duty military personnel in civil legal disputes through the American Bar Association's Military Pro Bono Project. Mr. Sarnowski also actively participates in the firm's annual 9/11 Day of Service, for which he previously served as the Jacksonville office's Local Initiative Coordinator. He was also the Pro Bono and Community Service Partner for the firm's Jacksonville office for many years. In that role, he coordinated pro bono opportunities, community giving, and local community service and volunteerism efforts for the firm's Jacksonville attorneys, as well as chaired a committee of attorneys and staff that oversaw a pool of funds distributed to community organizations assisting at-risk children in north Florida. Mr. Sarnowski has always been active in the community, and he currently serves on the board of directors of the Nonprofit Center of Northeast Florida and is an active member of the Rotary Club of Ponte Vedra.

Mr. Sarnowski was previously a Florida Supreme Court judicial intern for the Honorable Barbara J. Pariente.

Representative Experience

Mergers and Acquisitions

• Represented a leading consumer product recommendations company in its sale to publicly traded leading diversified media company
• Advised the largest vertically integrated direct-to-consumer marketer, manufacturer and installer of storm protection products in Florida in its sale to a private equity firm
• Counseled a leading agricultural price reporting agency (PRA) in its sale to an international, publicly traded information services provider
• Represented a family-founded and -owned heating, ventilation and air conditioning (HVAC) company in its sale to private equity-backed national leader in home repair and maintenance services specializing in heating, ventilation, air conditioning, plumbing, water and electrical services
• Counseled a provider of blown mulch services for residential, commercial and playground installations in its sale to a private equity-backed acquirer
• Represented a leading digital advertising and technology company in its potential sale to an international private equity firm
• Advised a cloud-based, artificial intelligence (AI)-enabled healthcare data platform-as-a-service (PaaS) technology company in acquisitions of a plug-and-play AI analytics company and an enterprise healthcare data management, modeling and mapping company
• Represented a leading airport-based retailer of mobile device accessories, tablets, cameras, headphones, and other premium consumer electronics with over 75 locations in more than 35 airports in its sale to two private equity firms investing in retail and consumer brands
• Counseled a founder of utility-scale solar and storage developer in a sale of a minority ownership interest and restructuring of the company
• Represented a bottle-less filtered water cooler company in a strategic carveout asset sale to competing provider of filtered water solutions
• Advised a leading residential services installer of vinyl fences, decks, porches and railing in upstate New York in its sale to a private equity firm
• Counseled minority investors in a luxury medical spa in connection with the overall sale of the luxury medical spa company to private equity-backed national medical spa rollup
• Advised a global construction management company and general contracting service provider in connection with its acquisition of a leading construction management company based in the southeastern United States
• Represented founders of a north Florida-based full-service environmental services company in its sale to a competing national environmental services company
• Advised a leading international manufacturer of processed zircon products in the divestiture of its U.S. operations through an asset sale to a strategic buyer
• Represented a multinational financial services company in the sale of its wholly owned life insurance company to a prominent U.S. life insurance company
• Counseled the buyer in an acquisition of a manufacturer and distributor of medical devices designed to strengthen expiratory muscles and enhance breathing and swallowing functions
• Assisted a publicly traded regional community bank with the sale of a Georgia branch to a strategic buyer
• Represented a leading seafood importer and distributor in acquiring two consumer-focused retail seafood markets and related operations selling to wholesale seafood customers
• Advised a leading provider of advanced wound-healing services in an acquisition of a medical practice specializing in the provision of wound care and hyperbaric medicine
• Counseled an expedited freight trucking company in acquiring a provider of trucking-related back office administrative and billing support services
• Represented a publicly traded company listed on the Alternative Investment Market (AIM) of the London Stock Exchange that operates in the non-life insurance runoff sector and manages insurance portfolios in runoff in its acquisition of one of the largest A.M. Best "A-" rated property and casualty insurance companies underwriting bail bonds in the United States
• Represented a leading provider of in-home health services and medical products for post-discharge workers' compensation patients in an acquisition of a provider of transportation and on-site translation services; an acquisition of a competing provider of home modification services, in-home healthcare and durable medical equipment; and an acquisition of a seller of medical implants and devices and provider of transportation and translation services
• Advised a prominent privately held owner and operator of assisting living and skilled nursing homes in a sale of six facilities to a healthcare real estate investment trust (REIT) and contemporaneous acquisition of three independent and assisting living facilities via 1031 exchange

Venture Capital and Emerging Companies

• Represented a cloud-based, artificial intelligence (AI)-enabled healthcare data platform-as-a-service (PaaS) technology company in numerous debt and equity financing transactions, including a $50 million Series D Preferred Stock offering, $30 million Series C Preferred Stock offering, $25 million venture debt financing and convertible promissory note offerings
• Advised and counseled numerous investors in early-stage companies and startups in connection with complex litigation and arbitration matters related to prior investments
• Represented a family of angel investment funds in the formation of the five funds and dozens of early-stage investments in portfolio companies across multiple industries, including convertible note, Simple Agreement for Future Equity (SAFE), Series Seed Preferred Stock and Series A Preferred Stock capital raises as well as merger and acquisition (M&A) events involving those portfolio companies
• Served as outside general counsel to a successful startup/venture studio and the diverse roster of successful, rapidly growing companies that it has incubated, launched and continues to serve
• Counseled a maritime, energy and logistics solutions company on its corporate venture capital (CVC) program and multiple investments in early-stage, digitally enabled logistics, fleet decarbonization, green supply chain and government services companies
• Represented a tokenized AI and data company in its offering of Simple Agreement for Future Tokens (SAFTs) to U.S. and non-U.S. investors under Reg. D and Reg. S
• Advised a tokenized real estate equity investment platform in connection with corporate and securities law matters related to launching the platform and conducting tokenized security offerings
• Regularly counsels and works closely with early-stage startup investors in connection with the formation of, and deployment of capital through, single or special purpose vehicles (SPVs) and the use of those SPVs to invest in promising startups
• Serves as a outside general counsel to international consumer pest control products company and advised on prior Series A Preferred Stock and Series B Preferred Stock capital raises
• Counseled a provider of solutions for distributed desalination water plants in its Series Seed Preferred Stock financing
• Serves as general outside corporate counsel to cold storage and cold chain service provider advising on various day-to-day legal matters
• Represented an oral health-focused venture capital fund on early-stage investments in European startups
• Advised an application cybersecurity posture management platform in connection with its Series Seed Preferred Stock offering and provision of ongoing outside general corporate counsel services
• Advised a death care industry-focused private equity fund on all matters related to the formation of the fund and numerous acquisitions of funeral homes, cemeteries and crematories
• Assisted a venture capital fund in its investment in an acquirer and operator of funeral homes and related businesses and provider of managerial and operational consulting services to acquired business and other funeral homes
• Represented an early-stage seed fund in all fund formation-related matters and investments in a fitness-focused media production company, pet insurance company and education technology company
• Represented a venture capital fund in a recapitalization of, and additional equity investments in, a publicly traded e-commerce service company that provided cross-border shopping facilitation services to non-U.S.-based shoppers accessing United States online merchant websites
• Advised a venture capital fund in multiple private investments in public equity (PIPEs) of a publicly traded provider of mortgage brokerage and banking services and subsequent recapitalization of the primary operating subsidiary
• Counseled a venture capital fund in multiple investments in a software developer whose conversion rate optimization software solution enabled e-commerce providers to increase the conversion rate of existing web traffic into online sales
• Advised a population healthcare company in a private offering of convertible notes under Rule 506(c) of Reg. D

Public Companies and Securities/Corporate Governance

Mr. Sarnowski has also advised New York Stock Exchange (NYSE), Nasdaq and Over-the-counter (OTCQX) companies in the defense, banking and finance, insurance and drone manufacturing industries on a broad range of corporate governance and securities law matters, including:

• Review and analysis of annual, quarterly and current reports filed with the U.S. Securities and Exchange Commission (SEC), registration statements and proxy statements, as well as earnings releases and other press releases
• Preparation of governing documents for boards of directors, including committee charters, director independence standards and corporate governance guidelines, and providing insight regarding related new developments, best practices and market trends
• Analysis and disclosure of executive compensation matters, including disclosures associated with equity awards, new hires, terminations, resignations, promotions, post-M&A integration and Section 16 reporting, as well as preparation of employment agreements, equity incentive plans, annual (non-equity) incentive plans, consulting agreements and offer letters
• Benchmarking of corporate governance trends and "hot topics," such as current trends for director overboarding policies, director term limits, executive compensation clawback policies and the use of exclusive forum bylaw provisions
• Provision of Rule 144 opinions for the removal of restrictive legends from restricted stock certificates