As businesses grow and develop, they often encounter new challenges and issues. Markets and industries evolve, and new opportunities emerge. Businesses outgrow their existing capacities, business and lending relationships, and organizational structures. They may benefit from opportunities for new investments and expansion, or for divesting or refocusing. We are there to help with all phases of a business life cycle — from formation, through expansion, acquisitions and beyond.
William M. Umbach advises businesses of all types and stages on a full range of legal matters, including mergers and acquisitions, entity formation, governance, corporate divisions, recapitalizations and other restructurings, private securities offerings, and other commercial transactions. With advanced training in taxation, he is able to help his clients organize, manage and reorganize their businesses to adapt to the changing business climate and to structure transactions in a tax-advantageous manner. Will also advises on lending transactions, representing borrowers in connection with establishing and refinancing credit facilities, and lenders in connection with complex, unconventional transactions.
Will has advised clients in a variety of industries, with significant experience in textiles and other types of manufacturing, automobile and boat dealerships, and health care entities of various types, including large physician medical practices and hospital trust services companies. His clients range in size from individuals navigating local markets to Fortune 100 companies with more than $1 billion in annual revenue, and he currently serves as outside general counsel for a leading manufacturer with locations in four U.S. states, China and India, as well as other companies in the manufacturing, fitness amenities and appraisal services industries.
“ I enjoy helping clients navigate the law as necessary to best achieve their business goals. Sometimes a client has complex issues, and I enjoy doing complex deals, but my goal is always to achieve those goals in the most straightforward and cost-effective way possible. The first task, therefore, is to understand my client’s priorities. ”
- New York University School of Law, LL.M., 2011
- University of South Carolina School of Law, J.D., 2010
- Duke University, B.A., 2004
- South Carolina
- South Carolina
Will is active in the community, performing pro bono work for a charitable entity that provides affordable housing for low-income families and another that runs a group residence for children.
Areas of Practice
- Chambers USA - Recognized Practitioner in Corporate/M&A: South Carolina, 2022
- South Carolina Rising Stars® (by Thomson Reuters) Mergers & Acquisitions 2020
- Top Attorney, Columbia Business Monthly Legal Elite of the Midlands, 2017-2020
- Legal Elite of the Midlands, Columbia Business Monthly, 2016-2020
Professional Affiliations & Memberships
Will is an active member of the Taxation sections for both the American Bar Association and South Carolina Bar and currently serves as a Council Member of the South Carolina Bar, Tax Law Section.
- Represented a leading specialty software company in connection with its reorganization and sale to a private equity firm for a valuation of $1 billion.
- Represented producer of industrial wood products, in connection with the reorganization and incremental sale of the equity of the company to PalletOne, Inc., an affiliate of UFP Industries, a publicly traded company.
- Represented regional manufacturer in connection with the sale and leaseback of five properties located in four different states to a publicly traded REIT.
- Represented a leading home textile company in connection with approval and receipt of more than $10.5 million of funds under the CARES Act for expansion and production of PPE.
- Represented Fibrix, LLC, a leading manufacturer of nonwoven products and materials, in the spin off and sale of its air filtration division to an affiliate of Branford Castle Partners, LP, a private equity firm.
- Represented Unified Women’s Healthcare, an organization providing management services to Ob-Gyn practices, in the acquisition of Lucina Analytics, the developer of a leading women’s maternity analytics platform.
- Represented Andover National Corporation in acquisition of 60% interest in ANC Green Solutions I, LLC, a key regional player in pest control and commercial landscape services.
- Represented an oil and gas exploration and production company in $75 million acquisition of Uinta Basin assets and related debt and equity financing.
- Represented forestry and wood product company in the formation of a joint venture for the acquisition and management of large ($30 million) timberland tracts.
- Structured and negotiated multimillion-dollar sales and acquisitions of stock and assets of ongoing businesses, including representing certain members of a business’ management team in a $20+ million dollar acquisition of the equity of the managed business.
- Structured and negotiated mergers, split-ups, split-offs, and spin-offs that utilized various non-recognition provisions of the Internal Revenue Code, including representing a group of sellers in connection with a multi-step reorganization and sale of a portion of the equity of their existing business at a valuation in excess of $55 million.
- Represented borrowers in the negotiation and closing of various secured credit facilities, including a $125 million credit facility financed by private equity and supported by tax incentives and $50 million credit facility to finance a dividend recapitalization of the borrower.
- Represented executive to determine the excise tax consequences of severance payments made upon a change in control of employer and negotiated settlement of claims for severance payments based in part on the same.
- Represented a private equity fund in the acquisition, reorganization, and partial divestiture of brewery and related operating assets.