Mergers and Acquisitions

Mergers and acquisitions (M&A) are at the heart of our Business and Tax practice. We are proud that our M&A client roster and deal list are comparable to those of firms many times our size. Due to the experience, quality and dedication of our team of lawyers and professionals, we effectively compete with large national and multi-national law firms in providing M&A services. Our M&A teams consist of a core group of approximately 20 transactional lawyers. These lawyers have experience in representing organizational and institutional clients in all aspects of the M&A practice, including complex transaction structuring, due diligence, drafting, negotiating with opposing counsel and regulatory agencies, obtaining necessary regulatory clearances, closing the deal, and post-closing clean up. Our capabilities encompass the requisite substantive legal knowledge in multiple disciplines, the project management skills and the business acumen necessary to achieve our clients’ objectives. Our core group of M&A lawyers is supported by the lawyers and para-professionals in our other practice groups, who have the experience necessary to address the myriad legal aspects of a typical M&A transaction, including tax, securities laws, real estate, intellectual property, licensing, environmental, employment, and accounting.

Representation Across a Broad Range

Providing clients with firm-wide expertise is a feature of the Cohen & Grigsby “Culture of Performance,” through which every member of our organization takes responsibility for achieving client objectives. Another manifestation of that culture: our far-reaching capability in international transactions. We represent both foreign and domestic organizations in cross-border transactions; we may be more active than any other firm in our region with respect to international mergers and acquisitions. Our Customs and Immigration Practice Groups serve as another key resource for our M&A attorneys, many of whom are fluent in the languages of the countries where our clients conduct business. Our extensive experience internationally has enabled us to develop a global network of counsel that can work effectively for our clients.

We have extensive experience representing both acquirors and target corporations (as well as the shareholder constituents of targets) in asset sales, mergers, stock purchases, share exchanges, and tender offers. We represent both public and privately-held corporations as well as private equity funds across a wide range of industry sectors, including electronics, pharmaceuticals, medical devices, chemicals, retail food, mining and metals.

Our Team Approach

We adopt a team approach to our M&A practice, which starts with the appropriate staffing of each project both internally and with our clients’ personnel. We endeavor to staff our transactions leanly. Rather than overstaff, we try to keep our core team intact and involved throughout an entire transaction in order to promote efficiency and continuity.

We are also cognizant of the role that our clients can and want to play in their transactions. Accordingly, we typically work closely with our client’s in-house business and legal professionals, drawing synergies and efficiencies from their expertise and knowledge base. Our efficiency and experience often is used by our clients as a selling point in demonstrating to the other side their ability to land and close a deal.

Moving Quickly, Effectively to Closure

Our Mergers and Acquisitions group represents a diverse roster of clients. The common denominator is the ability of our attorneys to move their transactions quickly and effectively to closure. In select recent transactions, our attorneys represented:

A manufacturing holding company in the sale of a division — a leading worldwide producer of refrigerated air dryers and other air treatment products — to a public company in a multicountry stock and asset sale
A publicly traded distribution and marketing services company in a “merger-of-equals” with a supply chain management company engaged in the home entertainment products industry
A management group in connection with their buyout of a leading manufacturer of piping and couplings for the oil refining and nuclear power industries
A U.K. publicly traded company acquiring 100 percent of the equity of a leading U.S. developer of advanced matrix materials
A leading private equity group in all aspects of the acquisition and disposition of such portfolio companies as a major provider of debt collection and receivable management services, a landfill operator, a wire processor and a manufacturer of rubber stamps
A major supermarket chain in the acquisition of a majority ownership interest in a well-known, Pittsburgh-based chain of retail convenience stores and related fuel stations
A leading U.S. manufacturer of electronics components in connection with the sale of its stock (and its European affiliate) to a publicly held Singaporean company
A U.S. subsidiary of a European concern selling its biochemicals division (including its Japanese and European affiliates) to a publicly held Danish company
The world’s largest manufacturer of ladders and other climbing equipment, in connection with a recapitalization/redemption transaction in which approximately 67 percent of the outstanding capital stock of the company was sold to an international investment/leveraged buyout firm
A leading developer, manufacturer and marketer of medical devices selling all its capital stock to a German pharmaceuticals company
A family shareholder group in the sale of marine terminal operations
Entrepreneurs seeking to resurrect a defunct manufacturing line which was part of a larger industrial complex. Our representation included establishing separate corporate entities to own the real estate and production facilities, leasing back a portion of the acquired real estate to the seller and negotiating loan agreements with banks and governmental entities
A subsidiary of a publicly held institutional lender in its capacity as a mezzanine lender providing funding for leveraged buyouts. Our representation included negotiating and drafting note purchase agreements, warrant purchase agreements, registration rights agreements, shareholder agreements and intercreditor agreements, as well as review of the acquisition and senior debt documents
The owners of a specialty medical company in the sale of stock to a public company in exchange for a combination of cash and convertible debt securities. This representation included negotiating a complicated agreement spelling out the interaction between the buyer’s shareholder rights plan (commonly known as a “poison pill”) and the convertible debt acquired in the transaction