Mergers & Acquisitions

We commonly handle complex transactions including equity and asset sales and purchases, mergers, consolidations, joint ventures and spin-offs. In addition to operating companies and strategic buyers, we have extensive experience representing private equity firms, financial institutions, banks, portfolio managers and equity fund investors in a variety of M&A transactions, including roll-ups, acquisitions of minority and majority interests, buyouts and recapitalizations. With a focus on the middle market, we represent a range of clients from family-owned entities, start-ups and middle-market companies to multinational corporations. Our attorneys work closely with members of the firm’s tax, labor and employment, real estate and finance and environmental practice groups to deliver the best possible results for our clients.

Our attorneys offer services and support at all stages of the M&A process, whether assuming responsibility for the entire transaction or offering tactical expertise in key areas. Examples of the skills and services we offer include:

• Negotiation and drafting of term sheets and letters of intent.
• Providing analysis and advice relating to transaction structure, including tax structuring.
• Management of formal or informal auction processes, including preparation of bid draft purchase agreements, organization and management of online data rooms and review and analysis of bidder terms.
• Due diligence review of transaction targets, including analysis of corporate structure, capitalization, organizational documents and material contracts, as well as specialist review in areas such as real estate, employment and environmental law.
• Negotiation and drafting of transaction documents, including definitive stock purchase, asset purchase and merger agreements, as well as ancillary documents such as rollover agreements, stockholder agreements, transition services agreements, leases and executive employment agreements.
• Management of the solicitation of required consents from third parties, including contractual counterparties and regulators.
• Providing a full range of closing support, including entity formation, regulatory and contractual notices, preparation of closing certificates, board and stockholder resolutions and other closing materials.
• Providing legal opinions in relevant jurisdictions and practice areas.

We are structured to deliver legal excellence, innovative and results-oriented solutions and sound business judgment in a cost-effective manner, specializing in middle-market M&A transactions ranging in size from under $10 million to over $50 million.

We have developed a niche practice of partnering with large law firms to create cost efficiencies in executing middle-market M&A transactions, providing legal services ranging from lead counsel to due diligence to specialized practice areas. Examples of recent partnered transactions include:

• Representing multiple national private equity firms on hundreds of M&A transactions over the past 20 years, serving as real estate counsel in partnership with AmLaw 100 firms engaged by the private equity firms.
• Engaged by AmLaw 100 firm to serve as co-counsel to an infant nutrition company in a $10,000,000 asset acquisition including a facility of a company that produces infant and toddler formulas.
• Representing GameStop Corp. (NYSE: GME) in acquisitions and divestitures, serving as primary counsel on smaller transactions and co-counsel to AmLaw 100 firms engaged by GameStop in connection with larger transactions.

Other representative recent small to middle-market M&A transactions include:

• Representing a private investment firm in a merger transaction whereby a subsidiary of the private investment firm merged with and into a publicly traded engineering and technology company. The purchase price was in excess of $150 million.
• Representing a supplier of industrial gases and equipment in the sale of substantially all its assets to a national supplier industrial, medical and specialty gases and related products. In connection with the transaction, we also negotiated employment agreements on behalf of several executives, as well as lease agreements between affiliates of the seller and buyer to allow for the continued operation of current business locations. The deal terms were not disclosed, but the purchase price was between $25 and $30 million.
• Representing a provider of environmentally-sound cleaning and bioprotective products and services in the acquisition of all the issued and outstanding shares of capital stock of a developer and manufacturer of antimicrobial technology and related products. In connection with the transaction, we also negotiated consulting agreements with principals of the sellers, loan documents in connection with a portion of the purchase price and a royalty agreement in connection with the transferred intellectual property. The purchase price was approximately $9 million. A few months later, we represented the same client in a joint venture and financing transaction with a value of approximately $20 million.
• Representing a leading provider of technology and information services to the promotional products, print and clothing industries in a purchase transaction to acquire substantially all the assets of a membership-based trade group of independent promotional products distributors. In connection with the transaction, we also negotiated employment agreements with the principals of the seller, and assisted UK-based counsel with the placement of shares of the UK parent of the buyer to the seller as part of the purchase consideration. The total purchase price was between $5 and $10 million.
• Representing a provider of software and consulting services to employee stock ownership plans in the sale of all its issued and outstanding capital stock to the nation’s largest independent retirement and college savings provider. In connection with the transaction, we also negotiated an employment agreement for an executive of the seller. The deal terms were not disclosed, but the purchase price was approximately $5 million.
• Representing a service provider specializing in disability Medicaid service coordination and waiver assistance in its acquisition of the outstanding equity interests of a similar business. The purchase price was approximately $1.5 million.
• Representing a commercial printing company in the sale of substantially all its assets. In connection with the transaction, we also negotiated employment agreements on behalf of an executive and advised the seller with respect to bankruptcy issues. The sale price was approximately $1.5 million.
• Representing purchasers in a variety of industries with smaller acquisitions, including a national commercial and residential furniture provider, a management consulting services provider and a full-service engineering, energy consulting, construction management and commissioning firm.