Joseph P. Ward

Represented national food service conglomerate in approximately $1.5 billion of working capital, equipment, real estate and subordinated debt facilities over a multiyear engagement, including a $700 million syndicated financing closed in the most recent year. The credit facilities will support working capital, acquisitions, business expansion and succession planning.

Miles & Stockbridge represented a building services client in its acquisition of a New England-based environmental systems company, expanding the client's energy and sustainability platform. The deal closed within 45 days of first sending transaction documents, addressed environmental issues at an adjacent property and used a “bolt-on” representations-and-warranties insurance product tailored to private-equity roll-up platforms.

Miles & Stockbridge represented a facilities services company in its acquisition of a provider of planning, design and build services for government agencies and contractors operating in mission-critical facilities across the Washington region.

Miles & Stockbridge represented a distributor of electrical parts, lighting products and commercial shading solutions in a part-sale, part-rollover transaction with a private equity sponsor utilizing representations and warranties insurance, which required additional scrutiny of the seller’s diligence profile. The team navigated and resolved extensive diligence obstacles, including state sales and use tax exposures and employee benefits issues. They significantly reduced the buyer’s proposed client-transition holdback, negotiating a clean exit for two retiring partners and obtained favorable rollover equity and governance terms for the continuing partners.

Served as lead counsel to a regional skilled nursing facility owner and operator for nearly a decade, advising on the full lifecycle of its portfolio — from initial growth through strategic divestiture. Our representation began when the client owned approximately four facilities and expanded to include a 22-facility portfolio across three states. Notable transactions included: (1) The stand-alone acquisition of a 450+ bed skilled nursing facility, which also included a limited number of state-licensed CCRC and assisted living units; (2) A five-facility portfolio transaction involving a strategic partnership with a REIT. The REIT acquired the real estate, while our client entered into a long-term, multi-site ground lease and continued to manage and operate the facilities; (3) A separate five-facility acquisition, financed through a Canadian private equity investor, featuring a complex preferred equity structure with management kick-out rights, liquidation preferences, and other negotiated protections; and (4) The sale of the entire 22-facility portfolio through four distinct transactions: a 14-facility owned portfolio sale, a five-facility leasehold portfolio transaction, and three individual facility sales. In addition to our role as transactional counsel in the deals above, we acted as outside general counsel to the client, advising on employment matters, executive compensation, debt and equity financings, union negotiations, and contract matters, while overseeing local regulatory specialists in multiple jurisdictions.

Miles & Stockbridge Principals Andrew Skopp and Joe Ward recently represented client Ernst Valery and SAA | EVI in closing $5 million in financing from the Reinvestment Fund and Columbia, Maryland-based Enterprise Community Loan Fund for its newly-created Aequo Fund, which is providing capital, access and support to the underrepresented real estate community in Baltimore, Richmond, Buffalo, Philadelphia and Portland, Maine. The Aequo Fund is investing in Black, Brown, Women and Immigrant real estate developers, enabling them to launch their first project or expand their portfolios, with a focus on projects that promote affordable homeownership in urban communities. The related Aequo Foundation also has established the Aequo Scholarship Program, which will provide financial support to individuals who are pursuing a Master's degree in Real Estate Development. By reducing the financial strain of pursuing higher education, The Aequo Foundation will make the field more accessible to developers from all backgrounds. These students also will have the opportunity to partner with Ernst Valery through the Fund to develop housing in the cities mentioned above.

Advised a regional healthcare organization on possible investment in a managed care organization providing services to the Medicaid population.