ROGER E.

BEST
BestAndAssociates1@gmail.com Direct: 773-540-1020

VP/DIRECTOR CORPORATE TRANSACTIONS, M&A, REAL ESTATE

Transactional Attorney Executive Manager Former General Counsel Former Mechanical Engineer & Project/Process/Construction Manager A rare and powerful combination of: 1) industry & business experience; 2) broad transactional law experience; and 3) a drive and passion for business has created the perfect storm to produce an exceptional, business-astute corporate professional and strategist with the following proven track record of accomplishments, equipped to do the same for your organization and maximize your growth.
Negotiated/entered 3000+ contracts Analyzed 500+ transactions Negotiated/drafted 200+ real estate, corporate, commercial, & finance transactions Performed due diligence on 50+ corporate, commercial, finance & real estate transactions Structured/drafted 30+ joint ventures and strategic alliances Structured and drafted 100+ private equity investment transactions Initiated 6+ M&A transactions Launched M&A department Handled initial negotiations on 25+ international petroleum & commercial paper transactions Closed 200+ real estate acquisitions/dispositions Launched commercial real estate department

KEY CAREER ACCOMPLISHMENTS

Joint venture with distressed gold mine operator for the extraction, refining, and sale of gold - $50+ million project with agreed funding by Morgan Stanley Joint venture petroleum buy/sell transaction - $96 million purchase price Joint venture Medium Term Note buy/sell transaction - $100+ million purchase with agreed funding by Merrill Lynch 400 acre mineral lease for a mining development in Georgia - $200+ million capital project Initiated strategy and business alliance structures resulting in unprecedented market penetration from 1 to 4 states, and to Europe, Middle East, and Africa Spearheaded over a dozen key business process improvements which became standard operating procedure. Instituted new corporate infrastructure resulting in increased efficiency of more than 400% Streamlined business operations thereby reducing man hours by 50% Spearheaded company turnaround of condominium development business from imminent losses to record breaking profits within 6 months through creative strategic alliance structures Prioritized company investment opportunities resulting in record-breaking profits Creative strategy leader on numerous private equity transactions and projects resulting in minimum of 25% ROI to investors

Notable Corporate Employers/Projects (overall career): American Airlines, Arcadia Bank, Exide Battery Technologies, British Petroleum (BP), Siemens, Zimmer, Honeywell UOP, US Steel, Amoco Chemical, Amoco Oil, General Motors, NASA

SUMMARY
Highly effective and collaborative business executive and attorney with 12+ years of experience and diverse business competency, who is a results oriented complex problem solver and business strategist with a drive and passion for business. Enjoys and excels in complex transactions and projects, legal matters, and challenging negotiations. Creative and talented corporate growth strategist, acquisition strategist, project leader, and cross-functional manager. Competent in negotiating a full range of commercial and corporate agreements and related documents. Talented in initiating and negotiating complex deal structures, joint ventures, strategic alliances, and other complex relationships. Keen ability to develop and manage process, assess risk, develop solutions, and maximize efficiencies. Patent skills facilitate the ability to draft and negotiate licensing agreements and consult clients on intellectual property rights. Prior engineering experience brings a highly-effective, methodical business style to transactions, projects, acquisitions, and strategies.

STRENGTHS & COMPETENCIES

Commercial Contracts Transactions M&A Transactions and Due Diligence Patent Licensing and Prosecution Complex Project/Process Management Strategic Alliances & Joint Ventures Lean Six Sigma (pending) Cross Border & International Transactions Diverse and Cross Functional Skills Real Estate Transactions/Leasing Real Estate Development/Operations Commodities Transactions Risk Management, Strategic Planning Project Performance Optimization Logistics & Operations Strategic Growth Initiative Transaction Management Investment Optimization Pro-forma Financial Modeling Analysis Debt & Private Equity Finance Policy and Procedures Development Integration Plan, Transition Corporate Restructuring Multidisciplinary Project Management Business Valuation

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Sound Business Judgment Multi-Site Operations Written, Oral & Presentation Skills Operations & Service Contracts

Vendor/Supplier Contracts Organizational Leadership Manage Outside Counsel Corporate Executive Relations

Systematic Change Management Fast-Paced, Team-Focused Environment Problem Solving, Analytical Thinking

PROFESSIONAL EXPERIENCE
Best and Associates, PC Law firm concentrating in commercial and corporate transactions, real estate, and bankruptcy
Title: President and Attorney 2002 to 2004 and 2010 to 2013 the following is cumulative Functions Concentrate in representing companies, entrepreneurs, investors, and real estate investors & developers Competent in a wide variety of transactions/agreements and legal matters including: technology and IP licensing, including patent prosecution; UCC asset acquisitions & sales; M&A; corporate finance; joint ventures and strategic alliances; vendor, supplier, consulting, service, and NCND agreements; FCPA matters; corporate governance, business entity structures; corporate compliance; commercial retail, office, industrial, and apartment leasing; public and private construction projects; real estate development; oil and gas leases. Accomplishments Successfully led company in the following: The handling, in various capacities, of approximately 2000 bankruptcy cases A strategic alliance contract with another firm to initiate and maximize bankruptcy as a new profit center

SCIFR, Inc. Media and digital signage technology company

Title: Outside General Counsel - 2007 to 2010 Functions: Advised company owners on all legal as well as business issues related to them, the company, and its transactions/projects Performed select aspects of legal work in house Procured, managed, and coordinated all legal work being performed by outside legal counsel Accomplishments Successfully represented company in the following: A lucrative municipal contract that was unprecedented in concept, scope, and protocol within said municipality A strategic alliance agreement with a friendly competitor that took the company from a local to a national status

Lakeshore Ventures Group, Inc.

Titles:

and affiliated companies - Private equity and finance

- Commercial investment (commodities & financial paper) - Real estate investment and development - General Counsel & Operations Executive - Corporate Counsel and Project Manager 2004 to 2011 Functions Received repeated recognition from company executive and other stakeholders for outstanding performance Conceptualized, structured, and drafted numerous innovative complex joint venture and strategic alliance contracts for corporate, commercial transactions/projects/developments, which achieved and expanded new business opportunities Established and performed conscientious due diligence for the acquisition of operating companies and commercial assets Performed M&A analysis for the proposed acquisition of operating companies for investment Drafted and negotiated supplier contracts, service contracts, non-disclosure agreements for domestic and international transactions Performed functions relating to corporate business entity structure, formation, and maintenance Analyzed, investigated, and managed business risk Organized and managed corporate governance and corporate compliance Developed and launched investment structures for debt and equity partners in corporate & commercial transactions, & real estate deals Developed and organized capital structures for the acquisition of commercial assets, operating companies, and commercial real estate Procured, managed, and coordinated all legal work being performed by outside legal counsel Performed due diligence for the acquisition of operating real estate companies and commercial real estate Negotiated, drafted, managed, and closed nearly all company real estate acquisition and disposition transactions. Negotiated, drafted or approved all agreements for construction, construction management, property management, sales brokerage, and other services. Reviewed, drafted, and negotiated commercial leases for retail and office properties Designed, structured, and drafted joint venture and strategic alliance agreements for commercial real estate acquisitions and development transactions/projects, including condominium developments and apartment, office, and industrial purchases Developed, inspired, and created mathematical formulae and algorithms for the analysis and evaluation of proposed real estate investment scenarios, and thereby substantially reduced turnaround time and simplified project and investment feasibility analysis Reorganized processes to improve efficiency and boost productivity Made recommendations on business policy, resource allocation, and strategic planning to improve bottom-line financial performance Provided pro-active, decisive, and hands-on leadership within volatile industry Managed acquisitions and divestitures, initiated profitability studies, and implemented fundamental operational changes for a variety of real estate assets

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Built a solid network of influential contacts in the financial services private equity and commercial real estate industries including senior managers thereby opening the door for mutually beneficial collaboration relationships Evaluated alternative financing methods, generated financial models of each method, and presented findings to stakeholders Consulted with senior management to coordinate internal resources, cost, scope, timeline, and milestone specifications Created detailed project plan with well-defined tasks, milestones, client sign-offs and specifications, which served to communicate project progress to management Designed, developed and implemented cost capital budgets and scheduling systems, materials and resource plans financial progress reports, manpower and resource reports Developed, inspired, and fostered team of highly qualified personnel capable of supporting projects through to successful completion Instrumental in planning and executing innovative strategies to achieve objectives for infrastructure improvement Conceived, launched, and solidified changes to the company's existing job costing model to refine profit recognition for each project Created numerous spreadsheets used for expense analysis, resource allocation, cost control, and revenue and cash flow forecasting Reviewed and critiqued all company business models, business processes, business strategies proposed by others Performed business development functions, sought new business opportunities, and developed new outside business relationships that were potentially valuable to the company Shared full P&L responsibility Assessed office efficiency and streamlined duties to increase productivity and profit margin Assessed profitability through analysis of financial statements Accomplishments Successfully led company in the following: A strategic alliance relationship with a private equity fund manager to establish a $100 million leveraged-equity fund A strategic alliance partnership with a petroleum commodities broker, dealer, and distributor The negotiation of a mineral lease for the purpose of developing 400 acres of raw land into an operating mine. Numerous condominium development and conversion strategic alliance projects An $800 million municipal urban redevelopment project including hotel, retail, residential properties A 4-star hotel/water park development, and new franchise, strategic alliance project Multiple commercial real estate negotiations resulting in: 1) an average acquisition CAP rate of 2% above then-current market CAP rates; 2) an average cash-on-cash ROI of 30% ; and 3) an average of 3% to 4% positive leverage of CAP rate over financing rate A strategic alliance relationship with former national REIT portfolio manager to build a $100 million commercial real estate portfolio The drafting and publishing of all existing company standard operating procedures, training manuals, business processes, compensation plans, and job descriptions

ENGINEERING POSITIONS
Honeywell UOP Design Engineer: o Designed chemical reactors for petroleum and chemical
industries internationally Project Engineer: o Managed engineering and construction projects from concept through engineering to construction, including all schedule and cost responsibilities General Motors Corporation Engineer Intern: o Compiled data for the design of automated plant vehicles

US Steel Design Engineer (contractor):

o o Designed molten steel furnace components Performed pipe stress and configuration calculations

Amoco Oil Company (BP)

Design Engineer: o Designed mechanical components and structural steel o Performed stress, pressure, and configuration calculations o Specified mechanical equipment for installation

National Aeronautics and Space Administration (NASA) Engineer Intern: o Tested ion propulsion thrusters for space applications

EDUCATION, TRAINING, LICENSES

University of Michigan, Ann Arbor, Michigan BS in Mechanical Engineering Loyola University of Chicago School of Law , Chicago, Illinois Juris Doctorate (business/corporate law concentration) Illinois Bar License to Practice Law Patent Bar USPTO License Continuing Education and Professional Training approximately 760 hours of class time in business, real estate, and law Lean Six Sigma Champion (pending) Foreign Language: German fluent on conversational topics read, write, and speak Member: Christian Legal Society

MISCELLANEOUS

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