Prior Governmental Service
State of New Jersey Office of the Governor: Assistant Counsel
Mr. Johnson was responsible for advising the New Jersey Governor on numerous pending legislative and regulatory issues, coordinating with state legislators, department commissioners, and lobbyists to obtain the most comprehensive picture of the matter at hand. He also dealt frequently with the Department of Banking and Insurance, Division of Consumer Affairs, Division of Alcohol and Beverage Control, Department of Military and Veterans Affairs, and State Law Review Commission. In addition, Mr. Johnson advised the Governor’s press offices on the many media inquiries received, explaining details and providing substantive information pertaining to certain issues in which the press was interested.
Mr. Johnson was highly instrumental in guiding the Governor’s decisions regarding important legislation and facilitating that legislation’s redrafting and passage. His role included studying any piece of legislation proposed by the Assembly and/or Senate, evaluating its potential ramifications, meeting with both legislators and lobbyists to determine pros and cons, explaining it in detail to the Governor, recommending changes in line with the Governor’s agenda, redrafting, and returning it to the Legislature for eventual passage. Among the more influential pieces of legislation in which he had a hand was the NJ PIP (Person Injury Protection) Law and the Out-of-State Winery License for Direct Ship Wine Sales to New Jersey Law.
Corporate Transactions
Represented a prominent, northeastern restaurant group (and several of its subsidiaries) in connection with the acquisition of seven Buffalo Wild Wings franchises (six in New Jersey and one in Staten Island) for $26 million ($24.9 million plus $1.1 million in remodel costs and inventory, etc.). The Buffalo Wild Wings brand/franchise was the leading sports bar chain in the United States in 2021; the brand is owned by Inspire Brands, Inc., a global, multibrand restaurant company. This was a complex transaction that required specialized knowledge in a number of different practice areas and demonstrated the firm’s seamless ability to work collectively across practice groups. The transaction included a complex asset purchase agreement governing all assets owned by the seller, which included the transfer of seven liquor licenses, six in New Jersey and one in Staten Island. The timing for closing the transaction was challenging, because the liquor licenses that were being acquired were required by the local municipalities to be transferred by a certain date that was established by the resolutions of each approving municipality in advance of the closing. The transaction also included the acquisition of two real estate assets by a national Real Estate Investment Trust (REIT) based out of California that specializes in triple-net franchise restaurant properties, with the REIT acquiring the properties and leasing them back to our client/buyer. The transaction included the transfer and acquisition of seven franchise agreements with the Inspire Brand as well. Mr. Johnson also represented the client as a borrower to secure a portion of the purchase price in the form of a $14 million term loan and a development line of credit. Gibbons also provided employment advice, insurance advice, and tax advice to the client in order to close the transaction.
Represented a large, regional service supplier of intermodal services, including container/chassis maintenance and repair, storage and depot services, chassis refurbishment programs, trucking, and equipment sales, in connection with:
- a joint venture with an investment firm that targets transportation and industrial assets, companies, and related services, with $4 billon of real assets under management. The joint venture was created to engage in the business of chassis refurbishing
- a joint venture with a global logistics and supply chain operator that presently operates in 70 countries
- a $2 million commercial loan facility from Lakeland Bank
Represented an airport concessions disadvantaged business enterprise entity in connection with:
- the formation of a joint venture. Negotiated lease agreement for the joint venture with a hospitality group (“Sublessor”), as part of a Concessions Development and Management Lease Agreement between the Sublessor and a major airline. The airline leased to the Sublessor certain premises in a terminal at LaGuardia Airport, including but not limited to premises located within a concourse in the terminal, for use by the Sublessor to provide food and beverage, retail, and news concession services for patrons of the terminal.
- the formation of a joint venture with a global multibrand restaurant operator and franchisor. The joint venture was formed to develop and operate certain food and beverage concessions at Newark Liberty International Airport.
Represented a large, regional, nonprofit community development financial institution (CDFI) in connection with:
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- an allocation of New Markets Tax Credits (NMTC) for the CY2021 allocation of $40,000,000 from the Community Development Financial Institutions Fund, an agency of the U.S. Department of Treasury. The NMTC Program incentivizes community development and economic growth through the use of tax credits that attract private investment to distressed communities.
- an allocation of NMTC for the CY2020 allocation of $50,000,000 from the Community Development Financial Institutions Fund, an agency of the United States Department of Treasury
- structuring a joint venture with the African American Chamber of Commerce of New Jersey (AACCNJ) to financially assist Black business enterprises (BBEs), including those economically impacted by the COVID-19 pandemic. This venture, called the Equitable Small Business Initiative (ESBI), is the largest-scale partnership between a community development financial institution and a New Jersey-based Chamber of Commerce to direct capital to small BBEs, and is a $10 million commitment to give New Jersey BBEs access to the resources necessary to establish, sustain, improve, or expand their business operations. The ESBI provides hands-on, customized support to program borrowers, distributes pandemic relief loans, and directs critical capital to help BBEs address their emergent and longer-term business financing objectives.
- the New Jersey Forty Acres and a Mule (FAM) Fund (NJ “FAM Fund”), which is a first-of-its-kind private investment vehicle focused on making equity and debt investments in Black and Latinx businesses located or doing business within the State of New Jersey and transforming real estate projects within New Jersey’s Black and Latinx communities. The NJ FAM Fund will raise capital through both charitable contributions and investments from financial institutions and corporate partners.
Assisted with the Neighborhood Housing Services of New York City, Inc.’s (NHSNYC) “CityLIFT” Down Payment Assistance Program (DAP) that leveraged the strengths and knowledge of a range of private and public sector partners, including local government entities, nonprofit lenders and counseling agencies, and private sector mortgage lenders. The DAP initiative was designed to mitigate the devastating impact of the nation’s longstanding housing crisis and focused on providing meaningful financial and educational assistance to new or ready-again homebuyers in cities hardest hit by the lingering effects of foreclosures, abandoned properties, and housing price declines. Mr. Johnson assisted with negotiations with the New Jersey Department of Banking and Insurance and was able to help NHSNYC obtain an “exempt entity” designation in order to help NHSNYC avoid becoming a licensed lender in New Jersey. With Mr. Johnson’s assistance, CityLIFT launched a successful $9.5 million initiative, which provided income-eligible families with forgivable loans of $15,000 to purchase homes in Newark or Jersey City as well as $30,000 for properties in Brooklyn or the Bronx.
Represented Taking Action for Good Foundation (TAG) in the creation of a public charity that now works to bring deserving incarcerated people home through clemency and compassionate releases and educates the public about important criminal justice system reforms.
Facilitated the firm’s joining the Institute for Entrepreneurial Leadership’s pro bono partnership, “Small Businesses Need Us,” which assists women and minority small business owners impacted by the COVID-19 pandemic. Through the program, volunteers with various specialties required for day-to-day business operations, including legal service providers, are organized into cross-functional teams and matched with participating small businesses based on their specific needs. Gibbons attorneys now have the opportunity to assist a variety of small women and minority-owned enterprises in wide-ranging legal practice areas.
Represented a media company in an arbitration claim as result of a prominent American business magazine’s termination of a media joint venture agreement, which was a video-streaming network built to provide valuable content and assistance to entrepreneurs at every stage of their journey.
Represented a non-factoring accelerated accounts payable company (the “client”) in connection with its Vendor Insta-Pay Program (the “VIP Program”), a unique, capital assistance cash-flow solution specifically designed for the government and quasi-government entities. The goal of the VIP Program is to promptly pay municipal vendors while providing the municipality with new, extended payment terms. The client expects participating municipal vendors on average to accept a modest discount on the amount of each of their invoices. The VIP Program comprises a Services Agreement by and between a municipality and the client, with the client responsible for assuring expedited payments to municipal vendors on behalf of each participating municipality, and a separate Expedited Payment Program Agreement, which provides for a municipality that participates in the Expedited Payment Program to offer its vendors an opportunity to receive expedited payments on accounts outstanding by the municipality to such vendors. The Expedited Payment Program also requires that the client enter into an agreement with each participating vendor by executing a separate Vendor Agreement. Pursuant to the Expedited Payment Program Agreement, the municipality would irrevocably authorize the client to make payments on its behalf to each participating vendor with respect to each vendor’s account. Mr. Johnson structured/drafted all of the documents in connection with the VIP Program in a manner whereby all agreements would be in compliance with New Jersey procurement and public bidding laws.
Small Business Administration PPP Loans and Main Street Loans: Effective April 3, 2020, the U.S. Treasury and Small Business Administration (SBA) began implementing the Paycheck Protection Program (PPP) authorized under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide emergency assistance to qualifying business and nonprofit organizations (the $1.9 trillion American Rescue Plan Act of 2021, H.R. 1319 signed into law on March 11, 2021, expanded the CARES Act). The CARES Act expanded the existing SBA 7(a) loan program and initially authorized $349 billion to provide up to $10 million in loans, per applicant, to small businesses and nonprofit organizations that meet certain requirements in the CARES Act. Mr. Johnson analyzed the entire 1,000-page CARES Act and amendments, authored numerous articles and updates, and became one of the firm’s resident SBA financing specialists. He has represented/advised dozens of Gibbons’s clients on PPP funding issues/questions and helped them secure PPP funding from the SBA and obtain loan forgiveness.
Handled M&A transaction for a Danish food conglomerate that sought to expand its U.S. operations through its U.S. subsidiary in an acquisition of another major food industry company based in New York. The resulting company is expected to generate annual revenues of $160 million. Mr. Johnson helped negotiate the details of the transaction, draft and structure the acquisition, amend the operating agreement of the new combined entity, draft membership purchase agreements and employment contracts, and facilitate the numerous issues that arose during the acquisition process.
Rowan University:
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- Represented Rowan University in the absorption of the University of Medicine and Dentistry of New Jersey (UMDNJ) by Rutgers University and Rowan University pursuant to New Jersey state legislative mandate, which established Rowan University as the state’s newest comprehensive research university and called for Rowan to Partner with the UMDNJ-School of Osteopathic Medicine (SOM). During the course of Gibbons’s representation of Rowan University, Mr. Johnson was responsible for reviewing the affiliation agreements, employment agreements, real estate contracts, deeds, memoranda of understanding, clinical trial agreements, and numerous other contractual obligations of UMDNJ in connection with the SOM. He identified and summarized SOM-related contracts requiring consents, as well as other third-party approvals pursuant to change of control provisions contained in the language of such contracts. Mr. Johnson also provided the appropriate counsel to Rowan University regarding how to proceed with the inherited SOM legal obligations pertaining to such contracts, prior to and subsequent to the merger of SOM into Rowan University.
- Assisted in the firm’s role as special counsel to Rowan University for the issuance of the $56,570,000 Camden County Improvement Authority (the “Authority”) Lease Revenue Refunding Bonds (Rowan University SOM Project), Series 2013, consisting of (i) $26,880,000 Lease Revenue Refunding Bonds (Rowan University SOM Project) Series 2013A; and (ii) $29,690,000 Lease Revenue Refunding Bonds (Rowan University SOM Project) Series 2013B (Federally Taxable), collectively referred to as the “2013 Bonds.” Mr. Johnson was responsible for coordinating the due diligence obligations for Bond Counsel and Underwriter’s Counsel (the Underwriter was Raymond James & Associates, Inc. and Citigroup Global Markets Inc.).
