Mark K. Googins
Firm:
Verrill Dana LLP
Phone:(207) 253-4406
Address: One Portland Square
Portland, ME 4112

Membership:
University: Tufts University, B.A., Political Science, 1977, New York University School of Law, J.D., 1982
Admitted: 1983, New York; 1984, Maine
Biography: Mark K. Googins has concentrated his practice in the areas of commercial finance and commercial transactions for the past 32 years. He counsels clients in mergers and acquisitions, in complex commercial negotiations, and in a wide variety of lending transactions, including equipment leasing, leveraged buyouts and sale-leasebacks. Mark is the co-author (with Chris Devlin) of the Maine Commercial Lending Handbook (Tower Publishing 2011). He is a member of the American Bar Association, the New York State Bar Association and the Maine State Bar Association. Before joining Verrill Dana, Mark practiced at Milbank, Tweed, Hadley & McCloy in New York. Among the more notable merger and acquisition transactions for which Mark has served as lead counsel are Legacy Supply Chain Services' acquisition of the Supply Chain Operations Division of Vitran Corporation, the acquisition of the assets of the Hathaway Shirt Division from WARNACO on behalf of an investor group led by former Governor John R. McKernan, Jr., the sale of one of the country's top health care consulting groups, the sale of one of the country's leading hydropower consulting groups, the acquisition of the assets of a cellular telephone company, the development and eventual merger of the Fresh Samantha juice company, and the sale of the U.S. and Canadian electric generating assets of a Maine-based public utility. Mark also frequently acts as local counsel in mergers and acquisitions. He has served as local counsel in the negotiation of the acquisition of a major hydroelectric facility, the acquisition of a pulp mill and related energy assets, the acquisition of a home health care business and the sale of an educational institution. Mark also serves as primary outside legal counsel to a number of small and medium sized businesses that do not have in-house counsel. These businesses are in a wide variety of fields including manufacturing, payroll processing, trucking, garden products, scrap metal recycling, design and marketing, publishing, software, food distribution and alternative energy. Mark also represents lenders and borrowers in commercial loan transactions. These transactions have included: representing the borrower in the acquisition of over 300, 000 acres of timberland, representing the borrower in the financing for a major forest products enterprise, representing the borrower in the refinancing of an owner occupied medical office building, representing the lender in an equipment lease financing, representing the lender to a regulated public utility and representing the lender in a line of credit and term loan facility for a distributorship business. He has also negotiated numerous workout agreements, on behalf of lenders and borrowers, in the context of non-performing and troubled loans. Mark handles complex commercial negotiations, and has negotiated environmental risk transfer agreements, marketing services agreements and interim management agreements. Mark worked closely with the Penobscot River Restoration Trust in the negotiation and implementation of the Lower Penobscot River Option Agreement, the first transaction of its kind in the U.S. The Option Agreement allowed the Trust to acquire three hydro-electric facilities on the Penobscot River as part of a complex multi-party arrangement. Mark has also assisted Verrill Dana's Bankruptcy Group in the sale of assets out of bankruptcy, including the sale of Jackson Brook Institute, a critical care mental health hospital, the sale of the Bangor & Aroostook Railroad and the sale of the heating oil and convenience store assets of the M.W. Sewall Company. HonorsAV Rated by Martindale-Hubbell Recognized in Chambers USA: America's Leading Lawyers for Business under Corporate/M&A Recognized byBest Lawyers as the 2016 Portland, Maine Banking and Finance Law Lawyer of the YearRecognized byBest Lawyers as the 2014 Portland, Maine Corporate Law Lawyer of the Year Recognized by Best Lawyers as the 2013 Portland, Maine Banking and Finance Law Lawyer of the Year Recognized by Best Lawyers as the 2011 Portland, Maine Mergers & Acquisitions Lawyer of the Year Recognized by Best Lawyers as the 2009 Maine Banking Lawyer of the Year Listed in The Best Lawyers in America under Banking and Finance Law, Corporate Law, Mergers and Acquisitions LawRecognized as a Lawdragon 3000 Leading Lawyer by Lawdragon magazine Selected by peers for inclusion in New England Super Lawyers under Business/Corporate, Banking and UtilitiesM&A Advisor Retail Manufacturing/Distribution Sector Deal of the Year 2013 M&A Advisor International Deal of the Year 2013 ($75-$100 million) Public ServiceBoard of Trustees, Cheverus High School (2004-2013)Board of Directors, Maine Center on Deafness (2005-2011) Publications February 22, 2013 The Law of Guaranties: A Jurisdiction-by-Jurisdiction Guide to U.S. and Canadian Law Published Works Mark Googins November 15, 2012 Maine State Bar Association 2012 Year in Review: Corporate and Commercial Law Seminar Materials Mark Googins July, 2011 Maine Commercial Lending Handbook Published Works Mark Googins July 28, 2009 ABA Publishes First Edition of Commercial Lending Law: A State-by-State Guide. Published Works Mark Googins News October 3, 2014 Verrill Dana Announced as Finalist for the 13th Annual M&A Advisor Awards Press Releases Alan D. MacEwan, Gregory S. Fryer, Mark K. Googins, Eric D. Altholz, Scott D. Anderson, Charles P. Bacall, Kelly B. Boden, Robert C. Brooks, Anthony M. Calcagni, Braden M. Clement, Christopher S. McLoon, Riikka E. Morrill, Elizabeth Murdock Myers, Andreea S. Richard, Spencer R. Thibodeau March 10, 2014 Verrill Dana Announced as Winner of the 6th Annual International M&A Advisor Award Press Releases Mark K. Googins, James C. Palmer, Eric D. Altholz, Robert C. Brooks, Gregory S. Fryer, Nathaniel R. Hull, Christopher S. Lockman, Alan D. MacEwan, Christopher S. McLoon, Riikka E. Morrill, Misti D. Munster, Andreea S. Richard, Christopher R. Smith January 2, 2014 Verrill Dana Part of Deal Team Announced as Winner of 12th Annual M&A Advisor Award Press Releases Mark K. Googins, James C. Palmer, Eric D. Altholz, Robert C. Brooks, Gregory S. Fryer, Nathaniel R. Hull, Christopher S. Lockman, Alan D. MacEwan, Christopher S. McLoon, Riikka E. Morrill, Misti D. Munster, Andreea S. Richard, Christopher R. Smith August 15, 2013 Six Verrill Dana Attorneys Selected as Lawyers of the Year Press Releases David S. Abramson, Charles P. Bacall, Gregory S. Fryer, James G. Goggin, Mark K. Googins, William S. Harwood May 29, 2013 Verrill Dana Recognized as a Leading Firm by Chambers & Partners Press Releases Eric D. Altholz, Scott D. Anderson, Kelly B. Boden, Lisa S. Boehm, Robert C. Brooks, Juliet T. Browne, Anthony M. Calcagni, Roger A. Clement, Jr., James I. Cohen, Kimberly S. Couch, Douglas P. Currier, Gregory S. Fryer, David L. Galgay, Jr., Gregg H. Ginn, James G. Goggin, Mark K. Googins, Katie M. Gray, William S. Harwood, Nora R. Healy, Jeffrey L. Heidt, Nathaniel R. Hull, Alan D. MacEwan, Christopher S. McLoon, Suzanne E. Meeker, Richard G. Moon, Charles R. Oestreicher, James C. Palmer, Raymond A. Pelletier February 25, 2013 Verrill Dana Attorneys Co-Author Chapter in American Bar Association Book Press Releases Mark K. Googins September 11, 2012 Verrill Dana Attorneys Earn Lawyer of the Year Status in Seven Areas Press Releases Christopher J.W. Coggeshall, Gregory S. Fryer, Mark K. Googins, William C. Knowles, Suzanne E. Meeker, Michael V. Saxl June 21, 2012 Verrill Dana Announces New Maritime Practice Group Press Releases Harlan M. Doliner, Benjamin E. Ford, James G. Goggin, Mark K. Googins, Karen A. Mignone, William J. Shannon June 7, 2012 Verrill Dana Ranked Among Top Firms by Chambers & Partners Press Releases Eric D. Altholz, Scott D. Anderson, Kelly B. Boden, Lisa S. Boehm, Robert C. Brooks, Juliet T. Browne, Anthony M. Calcagni, Roger A. Clement, Jr., Christopher J.W. Coggeshall, James I. Cohen, Kimberly S. Couch, Douglas P. Currier, Gregory S. Fryer, Gregg H. Ginn, James G. Goggin, Mark K. Googins, William S. Harwood, Nora R. Healy, Jeffrey L. Heidt, Nathaniel R. Hull, Alan D. MacEwan, Christopher S. McLoon, Suzanne E. Meeker, Richard G. Moon, Charles R. Oestreicher, James C. Palmer, Raymond A. Pelletier, Christopher R. Smith October 17, 2011 Definitive Guide to Maine Commercial Lending Authored by Leading Local Attorneys Christopher Devlin and Mark Googins Mark K. Googins May 11, 2011 Six Verrill Dana Attorneys Selected for the Lawdragon 3000 Press Releases Juliet T. Browne, Gregory S. Fryer, Gregg H. Ginn, James G. Goggin, Mark K. Googins October 25, 2010 Mark Googins Named Best Lawyers' 2011 Portland, Maine Mergers & Acquisitions Lawyer of the Year Press Releases Mark K. Googins July 23, 2009 ABA Publishes First Edition of Commercial Lending Law, a State-by-State Guide Press Releases Mark K. Googins March 5, 2009 Two Verrill Dana Attorneys Named Lawyer of the Year By Best Lawyers Press Releases Mark K. Googins, Charles R. Oestreicher June 7, 2007 Boston, Portland Offices Work Together on Behalf of New Financial Services Client Press Releases Mark K. Googins, James C. Palmer Experience Ecochlor Ballast Water Treatment Technology Verrill Dana assisted Ecochlor, Inc. with the drafting and negotiation of contractual arrangements for providing its proprietary ballast water treatment system (BWTS) to new ship construction in China, and with a multi-ship retrofit contract with US-flagged International Ship Holding. Ecochlor's program of establishing a global network for BWTS resupply and maintenance has involved us in our advising them on the environmental, regulatory and commercial aspects of agency, chemical re-supply, maker's list and distribution arrangements in locations including the US, Hong Kong, China, Singapore, Cyprus and Greece. We also provide legal “back up” in terms of interpreting and applying Coast Guard and other regulatory requirements and represented the company in its recent $10M private placement capital raise. Evergreen Wind Power III: Lease and Easement Negotiations We represented First Wind subsidiary, Evergreen Wind Power III, LLC in lease and easement negotiations and related project agreements. We also served as local real estate counsel for financings. Fast Action Leads to Successful Closing A fast-growing supply chain services and logistics company called on Verrill Dana's experienced attorneys when they needed to act fast to acquire multiple US and Canadian companies that became available due to a partial divestiture by a publicly traded company. HeadInvest: Management Buyout Verrill Dana represented the management group in its buyout of HeadInvest from Androscoggin Savings Bank. Legacy Supply Chain Services: Acquisition of U.S. and Canadian Subsidiaries of Vitran, Inc. Verrill Dana served as counsel to Legacy Supply Chain Services, the buyer/borrower, in its acquisition of certain U.S. and Canadian subsidiaries of Vitran, Inc. This deal was named the 2013 Retail Manufacturing/Distribution Sector Deal of the Year by M&A Advisor. Multi-Disciplinary Representation in Mill Purchase We represented the buyer in the acquisition of Domtar Maine LLC, which owns and operates the pulp mill in Baileyville, Maine (also known as Woodland). Nonprofit Mergers & Acquisitions: Membership Substitution Transaction To expand its capacity to provide patient care in an increasingly competitive marketplace, a pioneering New York-based kidney and cancer research and treatment center affiliated with another New York institution in a complex, 11-month process requiring the coordination of many attorneys and practice groups. Oakhurst Dairy: The Natural Goodness of an Enduring Legacy Oakhurst Dairy has been a family-owned business for three generations. When the Bennett family decided the sale of Oakhurst was best for the company's growth and long term success, they sought Verrill Dana's guidance to ensure the transaction honored their company, its employees and the values that have made Oakhurst a trusted brand since 1921. Penobscot River Restoration Trust: Project Management The Penobscot River Restoration Project is one of the largest and most creative river restoration projects in our nation's history. Verrill Dana has partnered with the Trust and its member organizations to coordinate the complex and multi-disciplinary project, which has spanned over six years. Purchaser Representation: 300, 000 Acre Timberland Deal We represented the purchaser in the acquisition of more than 300, 000 acres of timberland in Northern Maine, including negotiation of purchase and sale agreement, entity formation, tax advice, loan representation, environmental due diligence and ongoing operational assistance. Representation of Chapter 7 Trustee: Red Shield Acquisition, LLC Secured approval for a 363 sale in only 26 days from our selection as Trustee's counsel. Sale of M.W. Sewall Co. The collaborative efforts of the Bankruptcy Department, the Business Law Department and the Real Estate Department resulted in the successful sale of substantially all of the operating assets of M.W. Sewall and Co. The case presented a particularly complex fact pattern and required an expedited sale process in order to allow the assets to be sold while they still had value. Sale of Otago, LLC to Xanterra Resorts Verrill Dana represented Otago, LLC in its sale to Xanterra Resorts when time constraints required the transaction to be completed in eight weeks. SunEdison Massachusetts Solar Projects In 2013, Verrill Dana represented First Wind (now SunEdison) in its acquisition and subsequent re-financing of several solar projects in Massachusetts. The projects are now supplying power to off-site users including the University of Massachusetts system. The VIA Group, LLC In addition to helping screen for potential intellectual property conflicts, we help Via negotiate contracts with their clients that allow the client to use the materials Via develops without stifling Via's creativity. Uniform Commercial Code We successfully defended an appeal to the Law Court in case of first impression involving amendments to Article 9 of the Uniform Commercial Code dealing with “control” in the context of creditor's self-help disposition of “deposit accounts.” Events March 4, 2015 Commercial Loan Documentation Speaking Engagements Mark K. Googins November 15, 2012 Maine State Bar Association 2012 Year in Review Speaking Engagements Mark K. Googins October 18, 2012 MaineBiz Momentum Convention Speaking Engagements Mark K. Googins November 17, 2011 Maine State Bar Association 2011 Legal Year in Review Speaking Engagements Mark K. Googins, Christopher R. Smith April 29, 2011 Commercial Loan Documentation Basics 2011 Speaking Engagements Mark K. Googins November 18, 2010 Maine State Bar Association 2010 Legal Year in Review Speaking Engagements Gregory S. Fryer, Mark K. Googins