John N. "Nathan" BillingsEmail Nathan Billings
Nathan is the founding member of Billings Law Firm. He serves as general counsel to over 80 companies and associations, and his passion is investing in other leaders and helping their businesses and organizations grow and perform more effectively. Nathan is a frequent presenter for private clients and law-related seminars on topics including: leadership and career development, HOAs, rainmaking and marketing, alternative careers for attorneys, and small law firm management. His publications include the Lawyers as Leaders series for the KBA. Nathan lives in Lexington with his wife and two children. Nathan's daughter says he's her knight in shining armor. Nathan's son would say he's a master Lego builder and that he taught his dad everything he knows about Minecraft. |
Phone: 859.225.5240 | View Full Bio Practice Areas |
Civic Involvement• Commission Member, Lexington Convention & Visitors Bureau
• Board Member, LFUCG Rural Land Management Board • Board Member, LFUCG Property Development Rights (PDR) Board • Co-Chair, Fayette County Bar Foundation Development Committee • Facilitator, 210Leaders • Community Association Institute • Kentucky Bar Association • Fayette County Bar Association |
Bar & Court Admissions• United States Supreme Court
• US Court of Appeals, 6th Circuit • US District Courts, Eastern & Western Dist. of KY • US Bankruptcy Courts, Eastern & Western Dist. of KY • Kentucky Supreme Court • Kentucky Court of Appeals • Kentucky State Court • Fayette Circuit Court |
Education• J.D., Regent University School of Law • M.B.A, Regent University School of Business • B.A., Centre College |
Notable Transactions
MERGERS, ACQUISITIONS, REORGANIZATIONS
• Represented road construction contractor in $15M sale of asphalt plant, limestone quarries, road contracts and related assets. Handled all due diligence and drafted disclosure schedules. Drafted and revised asset purchase agreement and related transactional document. Coordinated seller’s compliance with all post-closing covenants.
• Represented shareholders in sale of health care services staffing company, comprising approximately $13M in shareholder value, as part of $100+M stock sale. Negotiated deal terms and revised transactional documents. Negotiated terms of employment agreements with acquiring entity. Assisted with closing due diligence.
• Represented developer in development and sale of $11M asset sale. Negotiated letter of intent. Prepare development strategy and timeline for takeout. Handle all aspects of seller’s closing due diligence.
• Represented technology company in all aspects of $11+M asset sale. Negotiated deal terms. Assisted with due diligence and responsible for disclosures schedule. Negotiated asset purchase agreement and all ancillary documents. Coordinated seller’s compliance with all post-closing covenants.
• Represented jewelry/pawn retailer in all aspects of $5+M asset sale (excluding the real estate component value). Negotiated new leases from seller to acquiring entity for multiple locations. Coordinated all due diligence and drafted disclosure schedule. Participated in negotiations and revised asset purchase agreement. Coordinated seller’s compliance with all post-closing covenants.
• Represented financial institution client in sale of $5+M REO. Handled title search, exam and commitments. Ensured due diligence completed for closing.
• Advised and consulted with construction company client on $2M asset acquisition of smaller contractor. Ensured compliance with corporate formalities and prepared stockholder and director consents and other necessary approval documentation.
• Represented developer in purchase of $2M residential development. Conducted due diligence. Negotiated deal terms and drafted/completed all transactional documents. Conducted closing due diligence. Handling all development legal aspects regarding zoning, loan covenants, corporate structuring of builder subsidiaries and HOA.
• Advised and consulted with client on private investment of $1.75M into aerospace technology company, which included preferred equity and convertible debt.
• Represented software game developer in multiple rounds of initial funding and two rounds of venture capital funding totaling in excess of $750k from financial and strategic investors. Investments included preferred equity and convertible debt. Drafted stock purchase agreements, terms of convertible debt notes, restated certificates of incorporation referencing terms of preferred stock, registration rights agreements, and stockholders agreements. Coordinated and drafted disclosure schedules. Ensured compliance with corporate formalities and stockholder and director consents and other necessary documentation.
• Represented owner of veterinarian practice in $650k sale of practice and related real estate. Drafted and revised asset purchase agreement and related transactional document. Coordinated closing.
BUSINESS TRANSACTIONS & GENERAL COUNSEL
• Serve as general counsel to Board of Directors of $1B+/yr design-build construction firm. Duties include attending all board meetings, assisting with agenda for board meeting, monthly meetings with CEO regarding corporate action items, prepare minutes from board meetings, and oversee/advise on multiple legal issues and transactions inside the company.
• Serve as general counsel to closely-held $65M/yr road contractor. Duties include handling all litigation, negotiating contracts, assisting with bonding, and oversee/advise on multiple legal issues and transactions inside the company.
• Represented client with formation of employee owned stock purchase (ESOP) plan. Worked with specialized counsel on transaction documents. Handled all aspects of closing due diligence. Ensured compliance with corporate formalities and prepared stockholder and director consents and other necessary approval documentation.
• Represented road construction contractor in $15M sale of asphalt plant, limestone quarries, road contracts and related assets. Handled all due diligence and drafted disclosure schedules. Drafted and revised asset purchase agreement and related transactional document. Coordinated seller’s compliance with all post-closing covenants.
• Represented shareholders in sale of health care services staffing company, comprising approximately $13M in shareholder value, as part of $100+M stock sale. Negotiated deal terms and revised transactional documents. Negotiated terms of employment agreements with acquiring entity. Assisted with closing due diligence.
• Represented developer in development and sale of $11M asset sale. Negotiated letter of intent. Prepare development strategy and timeline for takeout. Handle all aspects of seller’s closing due diligence.
• Represented technology company in all aspects of $11+M asset sale. Negotiated deal terms. Assisted with due diligence and responsible for disclosures schedule. Negotiated asset purchase agreement and all ancillary documents. Coordinated seller’s compliance with all post-closing covenants.
• Represented jewelry/pawn retailer in all aspects of $5+M asset sale (excluding the real estate component value). Negotiated new leases from seller to acquiring entity for multiple locations. Coordinated all due diligence and drafted disclosure schedule. Participated in negotiations and revised asset purchase agreement. Coordinated seller’s compliance with all post-closing covenants.
• Represented financial institution client in sale of $5+M REO. Handled title search, exam and commitments. Ensured due diligence completed for closing.
• Advised and consulted with construction company client on $2M asset acquisition of smaller contractor. Ensured compliance with corporate formalities and prepared stockholder and director consents and other necessary approval documentation.
• Represented developer in purchase of $2M residential development. Conducted due diligence. Negotiated deal terms and drafted/completed all transactional documents. Conducted closing due diligence. Handling all development legal aspects regarding zoning, loan covenants, corporate structuring of builder subsidiaries and HOA.
• Advised and consulted with client on private investment of $1.75M into aerospace technology company, which included preferred equity and convertible debt.
• Represented software game developer in multiple rounds of initial funding and two rounds of venture capital funding totaling in excess of $750k from financial and strategic investors. Investments included preferred equity and convertible debt. Drafted stock purchase agreements, terms of convertible debt notes, restated certificates of incorporation referencing terms of preferred stock, registration rights agreements, and stockholders agreements. Coordinated and drafted disclosure schedules. Ensured compliance with corporate formalities and stockholder and director consents and other necessary documentation.
• Represented owner of veterinarian practice in $650k sale of practice and related real estate. Drafted and revised asset purchase agreement and related transactional document. Coordinated closing.
BUSINESS TRANSACTIONS & GENERAL COUNSEL
• Serve as general counsel to Board of Directors of $1B+/yr design-build construction firm. Duties include attending all board meetings, assisting with agenda for board meeting, monthly meetings with CEO regarding corporate action items, prepare minutes from board meetings, and oversee/advise on multiple legal issues and transactions inside the company.
• Serve as general counsel to closely-held $65M/yr road contractor. Duties include handling all litigation, negotiating contracts, assisting with bonding, and oversee/advise on multiple legal issues and transactions inside the company.
• Represented client with formation of employee owned stock purchase (ESOP) plan. Worked with specialized counsel on transaction documents. Handled all aspects of closing due diligence. Ensured compliance with corporate formalities and prepared stockholder and director consents and other necessary approval documentation.
