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. Most of our group’s lawyers had prior experience at national law firms before joining us, and a significant number of our lawyers are listed in the prestigious Best Lawyers in America.

Typical Transactions and 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. Most of our M&A transactions range in size from $5 million to $150 million, although we represent clients on smaller deals, as well as on transactions worth significantly more. We have experience in representing both foreign and domestic organizations with respect to cross-border transactions, and we believe that we are more active than any other firm in our region with respect to these international transactions. Several of our lawyers are fluent in one or more foreign languages, and we have developed a network of foreign counsel in various parts of the globe. Several of our firm’s other internationally-oriented groups, including our Customs and Immigration Practice Groups, augment our M&A group with respect to these transactions.

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 significant role that our institutional clients can and want to play in their transactions. Accordingly, we typically work closely with our client’s in-house professionals, drawing synergies and efficiencies from their expertise and knowledge base. This is an important part of our team approach. 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.

Representative Transactions

The following is sample of our representations in recent transactions:

A manufacturing holding company in the sale of one of its divisions – a leading worldwide producer of refrigerated air dryers and other air treatment products – to a public company in a multi-country 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 used in the oil refining and nuclear power industries.
A U.K. publicly traded company in connection with its acquisition of 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 portfolio companies. Recent transactions include 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. This transaction was accomplished by a share exchange, with the shares of the public company being subsequently registered on a Form S-3 registration statement.
A U.S. subsidiary of a European concern in connection with the sale of 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 in connection with the sale of all of its capital stock to a German pharmaceuticals company. The transaction was accomplished through a tender offer for publicly-held shares and followed by a back-end merger.
A major supermarket chain in connection with its acquisition of all of the outstanding capital stock of regional retail grocery chain. The transaction was accomplished by a tender offer for publicly-held shares and followed by a back-end merger.
A company in connection with the sale of all of their capital stock and certain related entities to an English corporation.
Foreign corporations and their U.S. subsidiaries in a variety of acquisition and disposition transactions. These transactions often involve specialized issues, such as tax and compliance with Omnibus Trade and Competitiveness (Exon-Florio) Act.
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 which provides funding for leveraged buy-outs. Our representation includes 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. Recent transactions include a manufacturer of home furnishings, a manufacturer of athletic equipment, a supplier of promotional products and a cable company.
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 the 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.