Andrew T. Flowers

Andrew (Andy) Flowers is a seasoned corporate and transactional attorney with over 30 years of experience advising privately held businesses, financial sponsors, and entrepreneurs on high-stakes transactions and business-critical legal matters. He brings a practical, business-oriented approach to complex issues, developed through decades of practice at large, sophisticated law firms and a formative in-house secondment at a rapidly scaling, venture-backed fintech startup during the height of the ‘90s tech boom. Clients rely on Andy not only for his legal insight, but for his ability to anticipate and prioritize challenges, capture and synthesize input from various stakeholders, align with business goals, and deliver clear, actionable advice in plain English.

Andy’s practice spans negotiated mergers & acquisitions, private equity and mezzanine finance, venture capital investments, and commercial contracting. He counsels both strategic and financial clients on platform and add-on acquisitions, growth capital infusions, recapitalizations, and exit transactions, effectively navigating the full lifecycle of a deal from initial structuring through closing. He also serves as outside general counsel to technology-driven and middle-market companies, advising on entity formation, owner capitalization and governance arrangements, employment and consulting agreements, incentive plans, strategic partnerships, and technology licensing and commercialization.

Whether leading a sell-side auction process for an institutional investor or helping a founder navigate governance and funding issues, Andy approaches every engagement as a business problem viewed through the lens of a sophisticated and experienced legal advisor. He is known for building lean, focused deal teams, working seamlessly with client-side and external stakeholders, and communicating in a manner tailored to the audience and situation. A strong proponent of responsible innovation, Andy embraces established and emerging technologies wherever appropriate—including generative AI—to enhance efficiency, improve collaboration, and create better client outcomes.

Representative Experience

Andy has handled hundreds of projects, and over the past five years alone, he has led or played a principal role in 64 transactions with an aggregate value of $1.8 billion, including:

• 25 M&A deals totaling over $1.4 billion, including platform acquisitions, add-ons, and exits
• 10 recapitalizations valued at $391 million
• 22 debt and equity financings involving $150 million

Andy also serves as outside general counsel to companies engaged in many varied sectors, such as laboratory information systems, online retirement plan design and administration, internet advertising, K-12 education software tools and management, predictive retail merchandise purchasing analytics, cellular service based unit tracking, paper deacidification and preservation, xenotransplantation and cloning, extraction - free dtPCR diagnostics, specialty steel manufacturing, specialty lubricant distribution, electrical supply distribution, and ambulance information systems, among others.

Buy-Side M&A - Represented financial sponsors and strategic buyers in leveraged and un-leveraged acquisitions of:

• physical therapy clinics for $43 million
• clinical laboratory information system company for $5 million
• gutter sales and maintenance company for $134 million
• property disaster mitigation and reconstruction companies for $67 million, $43 million, $9.5 million, and $3.5 million
• test and instrumentation equipment manufacturer for $43.6 million
• specialty dancewear, footwear and recital costumes distributor for $50.6 million
• film and webbing conversion manufacturer for $27 million
• unit handling conveyer systems company for $53.5 million
• online immigration case management and I-9 compliance SaaS company for $23 million
• commercial playground equipment manufacturer for $33.4 million

Sell-Side M&A - Represented companies, financial sponsors, entrepreneurs, owners, and management in dispositions of:

• veterinary clinic chain to Mars Inc.
• active carbon filtration company to Siemens Water Technologies Corp.
• Online newsfeed aggregator company to LinkedIn
• night vision and tactical optics manufacturer to Flir Systems
• xenotransplantation and cloning company to United Therapeutics
• facial recognition company to Google
• geologic engineering company to RAF Industries
• home healthcare and hospice company to The Washington Post
• medical lab supply distributor to Cole Palmer
• freight transloading and storage services company to American Infrastructure MLP
• physical therapy clinic chain to Ivy Rehab
• K-12 classroom management software and IT consulting company to Constellation Software

Institutional Debt Financings - Represented institutional mezzanine lenders and commercial borrowers in credit facilities and loans of:

• $100 million for property disaster mitigation and reconstruction company
• $45 million for meat product wholesaler to fast-food and fast casual restaurants
• $15 million for rocket propulsion systems designer and manufacturer
• $36 million for industrial valve maintenance and repair company
• $16 million for mobile audio and video accessory distributor
• $22.5 million for portable power supply product manufacturer
• $15 million for provider of consumer sentiment analytics SaaS solutions to retail merchandisers
• $2.2 million for visual effects, U/X, U/I, and post-production media designer

Venture Equity & Convertible Debt Investments - Represented venture capital and angel investors, strategic partners, entrepreneurs, and emerging growth companies in risk capital investments of:

• $25 million Series A Preferred Stock and $100 million Series B Preferred Stock rounds issued by SaaS provider of independent retirement plan financial services for small employers
• $52 million Series C Preferred Stock round issued by shared workspace and peer startup support provider
• $2.2 million Series A Preferred Stock, $3.6 million Series B Preferred Stock, $2.5 million Series C Preferred Stock, and $14 million Series D Preferred Stock rounds issued by provider of consumer sentiment analytics SaaS solutions to retail merchandisers
• $12 million Series B Preferred Stock round issued by optical ethernet last mile connectivity solutions designer and manufacturer
• $5.5 million Series A Preferred Stock round issued by medication management software system provider
• $8 million Series B Preferred Stock round issued by automated speech transcription and analytics service provider
• $1.5 million Series A Preferred Stock round by online content aggregator
• $1 million Series Seed Preferred Stock round by aviation industry ERP system integrator
• $750,000 secured convertible note round by life sciences automated cell counting and analysis solutions provider
• $650,000 multi-draw secured convertible bridge loan for field maintenance worker resource management app developer
• $500,000 convertible note round by event digital ticketing sales and management system provider
• $700,000 convertible note round by provider of energy rebate program management services

Strategic Partnerships & Technology Development, Commercialization, and Licensing – Represented companies in biotechnology, pharmaceuticals, software, professional sports, and food services industries in structuring, negotiating, and closing a wide variety of bespoke, mission critical, and routine strategic relationships, including:

• In-bound and out-bound patent licensing agreements with commercial and non-profit organizations and university tech transfer offices, such as Geron, Regeneron, Lifecell, XenoTrans, University of Colorado, University of Pittsburgh, UPMC Medical Centers, Carnegie Mellon University, Stanford University, and University of Missouri
• Research, development, and commercialization contracts with commercial and non-profit organizations, such as co-development and contract manufacturing and supply agreements, master services and supply agreements, management services agreements, collaboration agreements, teaming agreements, sponsored research agreements, material transfer agreements, and corporate research and development agreements
• Software development, commercialization, and licensing arrangements, such as technology and software license and subscription agreements, maintenance and support agreements, OEM agreements, value-added reseller agreements, and remarketer and co-branding agreements

INDUSTRY EXPERIENCE

Over the course of his career, Andy has helped clients with businesses and projects in the following industries, among others:

• biotechnology: automated cell counting and analysis for life sciences; cloning and xenotransplantation; DNA switching and ligands to allow inducible gene expression; extraction-free dtPCR diagnostics; keratin-based products for human cosmetic and personal care products; recombinant monoclonal and polyclonal antibodies
• distribution: automotive aftermarket equipment; electrical parts; lab supplies; long haul truck parts and accessories; meat products; mobile audio and video accessories; overstock and returned inventory reseller; specialty aviation parts; specialty dancewear, footwear and recital costumes
• financial services and sponsors: debt arbitrage; mezzanine debt funds; private equity funds; venture capital funds
• food services: grocery store chain; institutional food management services; restaurants
• healthcare services: bulk pharmaceutical drug contract manufacturer (cGMP); health clubs and gyms; in-home medical staff; outpatient mental health and addiction clinic; physical therapy clinics; telehealth mental therapy; veterinary clinics
• industrial services: active carbon filtration; coatings on fasteners and small parts; building construction; coal mining; coin operated machine cash collection management; concrete mixing and delivery; freight transloading and storage; geo-engineering, slurry walls and barriers; gutter cleaning; hydraulic maintenance and repairs; paper deacidification and preservation; property disaster mitigation and reconstruction; shared workspace and peer startup support; solid waste landfill and waste hauling; valve maintenance and repair
• manufacturing: branded white label products; bulk pharmaceutical products (healthcare grade cGMP); commercial playgrounds; conveyor handling systems; custom truck bodies and steel erection; film and webbing conversion; gas detection devices and instruments (air quality); limb compression and lymphedema therapy products; metal bearings; metal fasteners; night vision and military grade sight optics; plastic and foam molding; portable power supply products; rocket propulsion systems; specialty electronics; specialty metals; specialty plastics; steelmaking and fabrication
• professional services: digital and graphic printing; ERP implementation for aviation industry; financial and logistics guidance for cannabis industry; foreign armed conflict logistics management for U.S. defense industry; IT consulting for healthcare industry; IT support staff; NFL football team franchise; visual effects and post-production media design
• software and tech hardware: amateur sports stat tracking and training management; automated speech transcription and analytics; consumer sentiment analytics for retail merchandisers; digital marketing communications; EMT and ambulance information systems; energy rebate program management; event ticketing sales and management; facial recognition technology; field maintenance worker resource management; healthcare IT integration and data management; independent retirement plan financial services for small employers; K-12 education software and IT consulting; laboratory and healthcare management information systems; legal immigration management; medication management system provider; mobile wildlife tracking units; online content aggregator; online development code library; optical ethernet last mile connectivity solutions; remote aerial camera technology systems; workplace safety compliance management