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 represents clients across the country in mergers and acquisitions, securities offerings and other complex transactions and general corporate matters. He advises public and private companies, private equity funds and their portfolio 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 and hospitality and leisure, and, in particular, Mr. Machi is a well-established deal attorney in the education/education technology sector. He is a member of Duane Morris’ Corporate Practice Group and the Education, Private Equity and Cannabis Industry Groups.

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

  • 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 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 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.
  • Represented private equity firm in bid process for a nursing school for approximately $240,000,000.
  • Represented seller in sale of online real estate education school for $10,000,000.
  • Represented seller in sale of career training school for $2,400,000.
  • Represented buyers and sellers in the purchases and sales of cosmetology schools throughout the United States.
  • 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 sellers in their $5 million sale of their cloud-based solutions for global logistics and transportation management business.
  • Represented seller in its $6.37 million sale of its impulse sealing machinery 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 $1.1 million seed financing.
  • Represented lessor in its $15 million leasing facility of food and beverage manufacturing equipment to an almond milk producer.
  • Represented a contact lens company in its $2 million Series D preferred stock offering and $3.5 million Series E preferred stock offering.
  • Represented a family investment entity in a series of investments in multiple businesses supporting the cannabis industry.
  • Represented sellers in their $13 million sale of the ownership of a digital arts school.
  • Represented sellers in their $5.5 million sale of the ownership of a trade school and real estate.
  • Represented management in the buyout of the equity of a public relation and strategic communication firm specializing in government agencies.
  • 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 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 Aurigene Discovery Technologies Limited in its collaboration, license and option agreement with Curis, Inc. for immuno-oncology and selected precision oncology targets.
  • 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 an operator of premier vacation home properties in a $10 million acquisition of a Missouri tourism center.
  • 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 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 $6.6 million sale of its circuit board manufacturing business.
  • Represented sellers in their $16 million sale of the ownership of a bioimaging systems business.
  • Represented lender in its $10 million credit facility to a renewable fuel company.
  • Represented private equity firm in its $5.9 million purchase of preferred stock of a beverage manufacturer.
  • Represented a strategic buyer in its $13 million purchase of substantially all of the assets of a telecommunications services company.

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