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Areas of Practice
Mergers and Acquisitions
Lawyers in our Mergers and Acquisitions Group have significant experience representing target entities, acquirers, boards of directors and board committees, shareholders and management, and employee groups in performing the necessary due diligence and in structuring, negotiating and documenting taxable and tax-free mergers, asset and stock purchases, management buyouts, restructurings and reorganizations, rollups and leveraged buyouts.
Our lawyers also address the benefits and compensation issues that arise in connection with merger, acquisition and financing transactions. We review existing plan documents in concert with the transaction documents and provide advice regarding the disposition of employee benefit plans, the transitioning of employee participants in those plans and the scope and terms of the representations, warranties and indemnification provisions in the transaction documents.
Representative Transactions:
• We represented a bank holding company in a $105 million change in control transaction, which included a multi-state securities registration.
• We represented a manufacturer in $44 million recapitalization involving venture capital fund. We managed negotiations, document drafting, and internal agreements among the selling shareholders.
• We represented a home health care facility in $15 million acquisition by venture capital fund. We managed negotiations among the venture capital fund, primary and mezzanine lenders, document drafting, and internal agreements among the selling family.
• We represented a manufacturer of construction materials in the strategic acquisition of multiple competitors nationwide. Specifically, we conducted and coordinated various professionals to perform operational, corporate, financial and environmental due diligence with respect to acquisition targets, and evaluated and managed the transfer of operational environmental permits.
• We represented an oil and gas production company in a multi-million dollar change-in-control transaction and management restructuring process.
• We have represented many small businesses in strategic acquisitions and divestitures in the $500,000 to $10 million range. These transactions have covered industries ranging from car dealerships to restaurants to manufacturers to internet-based businesses.
Related Practice Areas
Banking and Financial Services
Corporate and Securities
Employment and Employee Benefits
Oil, Gas and Energy
Real Estate
State and Federal Tax
