Sepi Tofigh, associate, Bruce Jay Colan, partner, and Bill McCullough, partner, Holland & Knight.
Sepi Tofigh, associate, Bruce Jay Colan, partner, and Bill McCullough, partner, Holland & Knight. (J. Albert Diaz)

Dealmakers: Bruce Jay Colan, Bill McCullough and Sepi Tofigh

The Deal: The Holland & Knight legal team helped arrange the $30 million of the Miami Seaquarium.

Details: In pulling off a complex sale of a going concern, it’s sometimes common for attorneys to delve outside the usual boundaries of their mergers and acquisitions practice and incorporate other areas of law like real estate, regulatory oversight and labor.

For Colan, a partner in the firm’s Miami office, the sale of the Key Biscayne aquatic tourist attraction meant he had to go way beyond the typical legal topics involved in corporate dealmaking, something that caused the deal to drag on considerably.

“It took longer than any deal I’ve ever been involved in,” Colan told the Daily Business Review. “We not only had the typical challenges, we had issues like animal-rights matters going on.”

“It involved corporate issues, it involved taxes, it involved employee benefits, it involved OSHA, it involved litigation issues,” he said. “It was stuff I had never encountered before, and we had to find a solution.”

Colan explained one of the keys in getting the deal to move forward was crafting the representations and warranties to the satisfaction of the buyer, while making sure it did not create a large future liability for his client.

“The bottom line of any type of deal when you’re selling a company, but particularly when you’re selling a private company, is we have two jobs: we need to get the best possible price, but we also have to make sure to the deal keeps.”

The landmark at 4400 Rickenbacker Causeway was owned by Wometco Enterprises Inc. since 1960. In a deal inked in February, a California subsidiary of Spanish theme park operator Parques Reunidos Servicios Centrales SA bought the oceanarium in late June.

The agreement took over a year of negotiations and plenty of back and forth, including at least one extension of the deal’s original deadline, Colan said.

“There were times that the parties, you know, we weren’t going forward, and then everyone came back and worked together,” Colan said.

There was also some hand-holding involved with Colan’s client, Wometco. Colan said the octogenarian owner of the company, who sold the Seaquarium in the past only to buy it back, “was a little wistful because it’s been 54 years of his life” that he’s dedicated to running the attraction.

The Seaquarium buyer has 37 amusement parks across the country, including 10 water parks, seven theme parks and three facilities in Florida.

Quote: “We were there, and we weren’t there, and then we were there again,” Colan said.

Background: Colan and McCullough are partners in the Miami office of Holland & Knight, and Tofigh is an associate.