Matthew Cooper is an associate attorney in MacElree Harvey’s Business Department. Matthew counsels business entities ranging from startup companies to middle market corporations through all stages of the business life cycle. His practice includes assisting corporate clients with a variety of business and legal issues such as entity formation, commercial transactions, business reorganizations and private financings. Matthew also represents lending institutions and borrowers in secured and unsecured commercial lending transactions, including asset-based financings and mortgage loans, from the preparation of initial loan documentation to loan restructurings and modifications.

Matthew began his career in the Washington, D.C. office of an Am Law 100 firm where he counseled management and boards of directors of private and public companies in navigating legal challenges, while facilitating their compliance with current and future laws and regulations. He is a seasoned adviser on SEC disclosure and financial reporting rules and best practices for public companies, corporate governance, commercial lending, fund formation and capital-raising/strategic transactions.

Matthew graduated summa cum laude from Virginia Tech with his B.A. in Political Science. During his time at Virginia Tech, he was a member of Phi Beta Kappa, the nation’s oldest academic honor society, and Omicron Delta Kappa, the national leadership society. Matthew earned his J.D. from William & Mary Law School where he served on the William & Mary Business Law Review and as a member of the school’s Alternative Dispute Resolution Team. Matthew is admitted to practice law in Maryland and Washington, D.C.

Notable Representations

Mergers & Acquisitions

• Represented, as securities counsel, NYSE-listed client in its $2.7 billion sale (cash and stock consideration) to another NYSE-listed company; securities registered on Form S-4.
• Represented NYSE-listed and Fortune 100 client in its $62 million purchase of an equity ownership percentage in a leading media streaming company.

Business/Commercial Lending Transactions

• Represented, as securities counsel, OTC-listed client in their Chapter 11 bankruptcy and accompanying $6.7 million asset sale and winding-down process.
• Represented OTC-listed client in a restructuring transaction providing for the satisfaction and extinguishment of debt obligations under an existing Credit Agreement and providing for the issuance of $3 million in new capital.
• Represented bank in their secured $1.5 million capital call line of credit to a private fund.

Securities

• Represented NASDAQ-listed client, as lead counsel to the issuer, in its $375 million Rule 144A/Regulation S offering of senior notes and related guarantees from certain subsidiaries.
• Represented OTC-listed client in obtaining $20 million equity line of credit with securities registered on Form S-1.
• Represented private fund client in its $16 million offering of membership interests for the development, construction and operation of a residential real estate project in Denver, Colorado.
• Represented private fund client in its $13 million offering of membership interests for the development, construction and operation of a mixed-use real estate project near Charlotte, North Carolina through the EB-5 program.
• Represented private fund client in its $20 million offering of subscription units for fund’s strategic investments in multi-family rental homes located throughout Southern California through the EB-5 program.
• Represented private fund client in its $25 million offering of subscription units for fund’s targeted investments in one of the U.S. Treasury Department’s Qualified Opportunity Zones with a focus on start-up businesses in the internet infrastructure, cellular coverage and green technology spaces.

Memberships

• Maryland Bar Association
• District of Columbia Bar Association
• American Bar Association

Admissions

• Maryland
• Washington, D.C.

Community Involvement

• Greater West Chester Chamber of Commerce, Ambassador Committee, Member
• Southern Chester County Chamber of Commerce, Community & Government Relations Committee, Member

Practice Areas

• Business and Corporate Law
• Real Estate Finance
• Mergers & Acquisitions
• Commercial Lending

Articles

• Welcome to the New Decade: Decennial Reports Due for Pennsylvania Business Entities