Strategic Legal Advice to Match Evolving Business Strategy
Whether better performance, lower costs, diversification, greater market penetration or elimination of the competition is the goal, mergers and acquisitions reshape companies big and small. Our legal advice is based on the practical realities and industry pressures that brought our clients to the negotiating table in the first place and those that they will face going forward in the marketplace. We tailor our advice and solutions to our clients’ business, industry and specific challenges.
Structuring Solutions: A Range of Transactions
From complex M&A transactions with layers of intricate negotiation to smaller matters with a narrow universe of legal issues, the attorneys in our Mergers & Acquisitions Practice provide tailored advice and representation based on the due diligence we conduct for each situation. Chief among our experience is representing public and private companies engaged in M&A transactions that require extensive advice on regulatory compliance, including securities law, and the preparation of regulatory filings for agencies, including the Securities and Exchange Commission, Financial Industry Regulation Authority, the Federal Trade Commission and the Department of Justice, as well as stock exchanges. We also represent partnerships, limited liability companies and limited partners in acquisitions and sales of assets, partnership interests, and membership interests. Our well-rounded experience in handling a myriad of corporate and securities law issues stems as well from our representation of both acquirers and targets in friendly and hostile takeovers. Governance, organization, succession, and business and equity transfer are just some of the matters we address in these circumstances. We also handle asset and stock dispositions, tender offers, and reorganizations for both buyers and sellers domestically and internationally, as well as deals for nonprofit organizations and trade associations.
In addition, our attorneys handle divestitures, joint ventures and strategic alliances. We structure these agreements with special attention to the business, tax and accounting consequences they may pose, creatively integrating these considerations to provide a cohesive solution. At the same time, we are adept at working to protect intellectual property, particularly in licensing agreements that are often at the heart of a strategic relationship.
A Broad Scope of Services for Diverse Industries
When negotiating, documenting and closing transactions, our Mergers & Acquisitions team draws on a deep bench of attorneys across multiple practices to work through particular legal issues as they arise. They include attorneys with experience in:
- Tax
- Financing
- Real Estate
- Labor and Employment
- Antitrust, including Hart-Scott-Rodino notices
- Securities
- Intellectual Property
- Environmental
- Employee Benefits
- ERISA
- Litigation
- Representations and Warranties Insurance (handling them for M&A deals and also vetting these policies for insurers)
- Cross-Border Transactions
Our team has particular strength advising on M&A matters for clients in the following industries:
- Financial Services & Credit
- Energy
- Government
- Health Care
- Insurance
- Life Sciences
- Manufacturing & Distribution
- Retail
- Technology
- Cannabis
- Food, Beverage & Agribusiness
- Sports & Entertainment
- Real Estate Investment Trusts (REITs)
- Professional Services
- Publishing
Our Mergers & Acquisitions attorneys work with clients to meet two important objectives: first, to help achieve their specific goals; and second, to complete the transaction in a timely and efficient manner.
An interactive look at our Corporate Practice
For a selection of our merger and acquisition representations, click here.
- International Speedway Corporation (ISC) in its $2 billion “going private” merger with NASCAR Holdings, Inc., with ISC becoming a wholly owned subsidiary of NASCAR. International Speedway owns and operates 13 racetracks and motorsports facilities, including Daytona International Speedway in Florida, home of the Daytona 500 race, and Talladega Superspeedway in Alabama.
- A large, diversified insurance and financial services organization in its $1.6 billion combination with a leading super-regional provider of insurance products and services.
- A family-owned investment company in the $900 million sale of a snack food brand business to a publicly traded Fortune 500 food conglomerate.
- A NASDAQ-listed pharmaceutical company in entering a definitive agreement under which it will acquire a central nervous system portfolio of drug products from a biopharmaceutical company for $530 million. With the acquisition, the pharmaceutical company adds three established and marketed products in the U.S. market that help treat Parkinson’s disease and cervical dystonia, with one related product candidate in late-stage development.
- Cabrini University, a private Roman Catholic university founded in 1957 and located in Radnor Township, Pennsylvania, in merging with Villanova University, a private Catholic research university founded in 1842 and located in Villanova, Pennsylvania. The transaction involved assisting Cabrini in working through a wide range of issues, including regulatory, corporate, real estate, governance, tax, employment, benefits, public finance and even canon law issues related to the transaction.
- A NASDAQ-listed pharmaceutical company in the $450 million acquisition of another NASDAQ-listed pharmaceutical company.
- A founder and principal shareholder in the $295 million sale of a Midwest-based wealth manager to a subsidiary of a global investment management firm based in Canada.
- SonicWall, Inc., in its acquisition of Banyan Security, Inc., a cloud-based secure application, infrastructure, and network access solutions provider. The acquisition of the private equity backed target was structured as a merger and included representation and warranty insurance.
- A leading developer of community solar power projects in connection with $175 million strategic investment from APOLLO, a publicly traded private equity firm.
- A U.S. provider of credentialing, network management, and provider directory and data quality services in the $120 million sale of all of its equity interests to an affiliate of a private equity firm.
- Hand Family Companies in connection with the purchase of controlling membership interests in City Beverage – Illinois L.L.C. from private equity investors in excess of $115 million and an amended credit facility with Wells Fargo Bank, National Association.
- Gaming Partners International Corporation (GPIC), a NASDAQ-listed company that manufactures and supplies casino table game equipment, in the successful negotiation and execution of a merger agreement to sell 100 percent of GPIC for $110 million in a going-private transaction to Angel Holdings Godo Kaisha, the parent company of a large Japanese gaming supplies manufacturing group.
- A national provider of customizable lighting in its $103 million sale to a private equity firm, which included corporate documentation, due diligence, corporate reorganization, real estate matters, tax structuring, executive compensation and employment documentation, and environmental issues.
- A multi-billion dollar privately held client in connection with the negotiated redemption of $100 million of stock.
- A U.S. grower and processor of medical marijuana in the $100 million sale of the company and its affiliates to a public Canadian company.
- A Canadian public cannabis company that operates a number of cannabis assets throughout the U.S. in its $63 million acquisition of two companies that own and operate three medical marijuana dispensaries, adding to the company’s roster of dispensaries and cultivation and processing facilities.
- Steel Investment Partners, LLC in the $12,875,000 financing and acquisition of El Pescador Lodge & Villas, Belize, a top 10 flyfishing resort in the world, through an acquisition vehicle.
- A leading collaboration and enterprise software development solutions firm to government agencies in its $25 million sale to a private equity backed platform company.
- A professional engineering and environmental consulting firm on the sale of 100 percent of its stock held by an Employee Stock Ownership Plan (ESOP) to another consulting firm.
- A market leading national office supply retailer in its acquisitions of an online office products reseller and a regional office products provider.
- Kutzler Express, Inc., a transportation and trucking services, trailer rental and spotting services company, in its sale to a private equity fund buyer. This asset sale involved key employee employment agreements, rollover equity and the transfer of the seller’s DOT registration, safety scores and motor carrier authority.
- An information technology services company in its acquisition of the counterintelligence and intelligence business units from a public-sector services contractor.
