Mergers & Acquisitions
We structure, negotiate, document and close, in fairly equal proportions on the buy and sell sides, transactions commonly grouped under “mergers and acquisitions” involving whole businesses. We also advise private business owners in connection with redemptions, internal buy-outs, divestitures, restructurings and recapitalizations, roll-ups and joint venture/strategic alliances.
In addition to the business and corporate aspects of these transactions, we are mindful of the corporate and partnership income tax implications early on in the process of structuring and documenting transactions. We believe this efficiency affords our clients a sound return on the legal time, effort and cost involved in achieving transaction structures that are tax efficient.
Where we represent the seller of a family business, we do not lose sight of the estate planning needs and opportunities created in the wake of such a liquidity event. See Families and Wealth Management.
Notable recent transactions include:
On the Sell Side:
- A $55 million sale of a minority interest in a large vacation home management company to a private equity fund;
- A $35 million sale of the US and Asian operations of an electronic component manufacturing company to a publicly traded Chinese company;
- A $30.0 million merger of a privately-held advertising agency with and into a public acquirer;
- A $50 million spin off of several items of biotech intellectual property by a publicly traded biotech company into a subsidiary co-owned with former management;
- A $14.0 million sale of a prescription-based software company to a large venture capital firm and negotiation of complex working capital adjustments and tax issues;
- A $12.5.0 million sale of a container manufacturing company;
- Sales of several medical practices into a rollup by a private equity firm; and
- An internal buyout of an engineering firm and of an architectural practice.
On the Buy Side:
- A series of so-called “tuck-in” acquisitions by the large vacation home management company;
- The purchase by a Medicare Insurance broker of the business and book of customers of another broker; and
- A series of alternative investments sponsored by an RIA for its clients.
We have also recently been involved in several cross-border transactions where we:
- For a partially US-owned international holding company doing business in Africa, structured the sale of a telecom company and acquisitions of a salt production facility and industrial properties;
- Structured the US side of a roll up of medical spas by a Hong Kong exchange-listed company;
- Structured the US side of a debenture backed by a pool of life settlements, listed on the Dublin exchange; and
- Structured a joint venture between a US holder of several FAA Type Certificates with a Polish company.