Joseph J. Machi

Partner

  • Joseph J. Machi
  • Phone: +1 619 744 2210
    Fax: +1 619 923 3625

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  • Duane Morris LLP
    750 B Street, Suite 2900
    San Diego, CA 92101-4681
    USA

Joseph Machi is a partner in Duane Morris’ Corporate Practice Group and a vice-chair of the firm’s Private Equity Division within the Corporate Practice Group. He is also a member of the firm’s Education and Cannabis Industry Groups. He is based in the firm’s San Diego office.

Mr. Machi represents clients across the country in mergers and acquisitions, securities offerings and other complex transactions and general corporate matters. He advises private equity funds and their portfolio companies, public and private companies, family business owners and founders in buy-side and sell-side transactions. He has substantial experience in mergers and acquisitions in a variety of industries, including manufacturing, technology, life sciences and telecommunications, and, in particular, Mr. Machi is a well-established deal attorney in the education/education technology sector.

In addition to mergers and acquisitions, Mr. Machi represents investors and venture capital firms in securities offerings and other sophisticated transactions. He also represents growth companies and established private companies in securities offerings and other intricate transactions and general corporate and regulatory issues in numerous industries, including education, cannabis, life sciences and technology. He advises directors, management and founders on exit strategies, corporate governance matters and day to day operational needs.

Prior to entering the practice of law, Mr. Machi worked as an auditor for Ernst & Young LLP, where he obtained his CPA license (now inactive). As a result of his collegiate business degree and years as a public accountant, Mr. Machi brings a unique business and accounting perspective to his representation of clients. He strives to keep his clients (and the other parties) focused on the finish line instead of letting the perfect get in the way of the good.

Mr. Machi is a member of the San Diego Bowl Game Association RedCoats Committee. He is a cum laude graduate of the University of San Diego School of Law and a cum laude graduate of the University of Southern California.

Representative Matters

  • Advised Post Road Group, a privately held SEC-registered investment advisor, in connection with a multi-million-dollar debt and equity investment in a Unified Communications as Service (UcaaS) telecommunicatons company; the transaction included a credit facility with the company’s operating subsidiary and a substantial equity stake in the publicly-traded parent company.

  • Represented Camden Partners Holdings, a multi-strategy middle market private equity firm in connection with its investment in DialSource, Inc., a Sacramento-based enterprise sales acceleration and voice communications services company.
  • Advised Smartlink, a wireless communications company, and its owners in connection with an investment from McCarthy Capital Partners, a middle market private equity fund, and an equity raise and concurrent recapitalization of prior investment.

  • Advised the owners of a biotech company in its sale to a PE backed strategic platform for cash and equity worth $42 million.

  • Advised a private equity firm in connection with a multimillion dollar debt and equity follow-on investment in its portfolio company.

  • Represented a private equity firm in its purchase of preferred stock of a beverage manufacturer.

  • Represented private equity firm in bid process for a nursing school for approximately $240 million.

  • Represented POSC Holdings, LLC, an integrated oilfield services company and portfolio company of Argosy Private Equity, in its acquisition of Eagle Automation Limited, a leading oilfield automation company offering services complimentary to POSC Holdings, LLC's subsidiary, Panhandle Oilfield Services Company, Inc.
  • Represented the owners of a company providing contract staffing to the medical device, pharmaceutical and biotechnology industries, in the $44 million sale of all of the ownership interest of the company to a PE backed strategic buyer.
  • Represented Westcliff University in its acquisition of Western State College of Law, an ABA accredited law school, out of federal receivership.
  • Represented Perdoceo Education Corporation (NASDAQ: PRDO), a for-profit post-secondary higher education provider, in its $44-45 million acquisition of the assets of Trident University International, a regionally accredited university offering online programs, from private equity firm Summit Partners.
  • Represented seller in the sale of online real estate education school for $10 million.

  • Represented sellers in their $13 million sale of the ownership of a digital arts school.
  • Represented buyers and sellers in the purchases and sales of cosmetology schools, trade schools, career training schools and other postsecondary schools throughout the United States.

  • Represented a strategic buyer in its purchase of a K-12 charter school business.

  • Represented a large international media organization in its $10 million acquisition of a significant minority stake in a leading Vietnamese digital media and creator network.
  • Represented a lead generating start-up in its seed financing.

  • Represented a contact lens company in its Series D preferred stock and Series E preferred stock offerings.

  • Represented a software company in its Series B preferred stock offering.

  • Represented a family investment entity in a series of investments in multiple businesses supporting the cannabis industry.
  • Represented Barer & Son Capital as lead investor in a $23 million Series A financing of NexImmune, Inc., a biotechnology company pursuing immunotherapy methods in the field of oncology.
  • Represented management in the buyout of the equity of a public relation and strategic communication firm specializing in government agencies.
  • Represented sellers in the sale of their cloud-based solutions for global logistics and transportation management business.

  • Represented seller in the sale of its impulse sealing machinery business.

  • Represented an operator of premier vacation home properties in a $10 million acquisition of a Missouri tourism center.
  • Represented SJR Group LLC, a digital marketing and strategy company, in the sale of substantially all of its assets to a subsidiary of WPP plc, the world's largest communications services group.
  • Represented seller in the sale of its circuit board manufacturing business.

  • Represented sellers in their $16 million sale of the ownership of a bioimaging systems business.
  • Represented a strategic buyer in its $13 million purchase of substantially all of the assets of a telecommunications services company.
  • Represented lessor in its $15 million leasing facility of food and beverage manufacturing equipment to an almond milk producer.
  • Represented lender in its $10 million credit facility to a renewable fuel company.
  • Represented National Securities Corporation as joint underwriter, along with Merriman Capital, Inc. as joint lead underwriter, in the approximately $5.5 million public offering of 4,347,826 shares of common stock of Cinedigm Digital Cinema Corp., a global leader in digital cinema.
  • Represented hotel owner in $75 million joint venture for a resort and convention center, including assisting with real estate, financing and joint venture negotiation, documentation and closing of real estate, and closing liquor and bulk sale escrows.
  • Represented Aurigene Discovery Technologies Limited in its collaboration, license and option agreement with Curis, Inc. for immuno-oncology and selected precision oncology targets.

Admissions

  • California
  • U.S. District Court for the Southern District of California

Education

  • University of San Diego School of Law, J.D., cum laude, 2011
    - Comments Editor, San Diego Law Review
    - Order of the Coif
  • University of Southern California, B.S., Accounting and Business Administration, cum laude, 2006

Experience

  • Duane Morris LLP
    - Partner, 2021-present
    - Associate, 2011-2020

Professional Activities

  • Certified Public Accountant - State of California (Inactive)

Honors and Awards

  • Named to Best Lawyers "Ones to Watch," 2021 and 2022